Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire agreement between me and Premier related to the subject matters contained in it and supersedes all previous agreements related to these subject matters, including but not limited to the Prior Employment Agreement and any offer or position assignment letters between me and Premier. No amendment or attempted waiver of any of the provisions of this Agreement shall be binding unless reduced to writing and signed by me and Premier. Premier shall have the right to assign or transfer this Agreement to any affiliated entity or successor to all or part of its business, and I irrevocably consent to any such assignment or transfer. Further, Premier and I agree that Premier may disclose the compensation and other terms of this Agreement: (a) to Premier’s shareholders/owners; and (b) in its proxy statements or other public securities filings as required by law. Date: September 17, 2013 /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Agreed to and accepted: PREMIER HEALTHCARE SOLUTIONS, INC. Date: September 17, 2013 /s/ Xxxxx Xxxxx Signature of Authorized Representative Xxxxx Xxxxx Name (type or print) Senior Vice President, People Title PREMIER, INC. Date: September 17, 2013 /s/ Xxxxx Xxxxx Signature of Authorized Representative Xxxxx Xxxxx Name (type or print) Senior Vice President, People Title
Entire Agreement; Amendment; Waiver; Assignment. This Agreement, together with the other Transaction Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and verbal, among the parties, or any of them, with respect to the subject matter hereof and thereof, other than the Confidentiality Agreement, dated as of March 1, 2002, between the Company and Equity Group Investments, L.L.C. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement shall not be assigned by operation of law or otherwise; provided, however, that, notwithstanding the foregoing, (a) Investor may assign all or any part of its rights and obligations hereunder to any one or more members of the Investor Group at any time after the Closing and (b) the Company may assign the Call Option; provided, further, however, that no such assignment shall relieve the assigning party of any of its liabilities or obligations under this Agreement or adversely affect the exemption from registration under the Securities Act relied upon by the Company in issuing the Shares or Underlying Shares or otherwise violate the Securities Act or any other applicable federal or state securities law. Any attempted assignment which does not comply with the provisions of this Section 9.3 shall be null and void ab initio.
Entire Agreement; Amendment; Waiver; Assignment. This Agreement and the Disclosure Schedule, other Schedules, Exhibits and other documents delivered pursuant to this Agreement (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, (b) can be amended, supplemented or changed only by written instrument signed by Seller and Buyer, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement, signed by Xxxxx in the case of waiver sought to be enforced against Buyer, or the Seller in the case of waiver sought to be enforced against the Seller, and (c) shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties.
Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior oral or written communication or understanding with respect thereto. Except as otherwise provided herein or by applicable law, this Agreement may not be amended or changed in any respect, except by a written agreement executed by both parties hereto. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times. The Consultant may not assign or otherwise transfer any right or obligation provided for under this Agreement without the prior written consent of the Company, and any purported assignment or transfer without such consent shall be null and void ab initio.
Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire agreement between the parties respecting the subject matter contained herein, and supersedes all other prior agreements, contracts or arrangements and may not be modified or amended except in a writing signed by both parties. No waiver or discharge of any breach of this Agreement shall be effective unless it is in a writing signed by all parties hereto. Any waiver of any breach of any provision of this Agreement shall not be a waiver of any subsequent breach of the same or of any other provision of this Agreement. The Consultant may not assign or transfer this Agreement or any rights hereunder. The Company may assign or transfer this Agreement and the rights hereunder at any time upon providing written notice to the Consultant. This Agreement shall inure to the benefit of Company's successors and assigns.
Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire agreement between me and Premier related to the subject matters contained in it and supersedes all previous agreements related to these subject matters, including but not limited to the Prior Employment Agreement and any offer or position assignment letters between me and Premier. No
Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire agreement between me and the Company related to the subject matters contained in it and supersedes all previous written or oral agreements related to these subject matters, including any previous employment and similar agreements with the Company and its Related Companies, provided that it does not extinguish any post-employment obligations I may owe the Company or its Related Companies under other written or previous agreements. I have had sufficient time to review this Agreement and seek advice from counsel. No amendment or attempted waiver of any of the provisions of this Agreement shall be binding unless reduced to writing and signed by me and the Company. Any waiver of any provision by either party shall not constitute a waiver of such provision or any other provision at a later time or in any other circumstance. The Company shall have the right to assign or transfer this Agreement to any affiliated entity or successor to all or part of its business, and I irrevocably consent to any such assignment or transfer. Further, the Company and I agree that the Company may disclose the compensation and other terms of this Agreement: (a) to Premier, Inc.’s shareholders/owners; and (b) in its proxy statements or other public securities filings as required by law. Agreed to and accepted: Date: 8/15/2024 /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Agreed to and accepted: Premier Healthcare Solutions Inc. Date: 8/15/2024 /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, Chief Executive Officer I understand that during the course of my employment with the Company, I may see or hear confidential information or protected health information (“PHI”) and that the Company and its Related Companies have the legal obligation and ethical responsibility to maintain strict confidentiality as to the personal facts and circumstances of any applicant, employee, client, customer, patient or other individual or entity that is made available to the Company or its Related Companies in the course of their business (“Protected Entities”). I also understand that it is the policy of the Company and its Related Companies not to disclose personal facts and circumstances about any Protected Entity without such Protected Entity’s authorization or consent, except as required by applicable law or to fulfill the legitimate business responsibilities of the Company and its Related Companies. By way of example, the types of PHI and other information that generally must be kept con...
Entire Agreement; Amendment; Waiver; Assignment. This Agreement, the Migration Agreement and the Co-Location Agreement, together with any attachment or attachments hereto or thereto, is the complete and exclusive statement of the mutual understanding of the parties and embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, oral or written, representations, understandings and discussions between the parties. In the event of any conflict or inconsistency with the provisions of this Agreement of any service order under this Agreement, the terms of such service order shall prevail. This Agreement cannot be amended or terminated orally, and may be terminated only in writing and amended only by a writing duly executed by both of the parties hereto. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective heirs, assigns, executors and administrators. No delay or omission in exercising any right or power hereunder shall be deemed a waiver of such right, and no waiver by either party of any breach or default hereunder shall be deemed a waiver of any similar or subsequent breach or default. A delay or failure to exercise or enforce any right or provision of this Agreement by either party shall in no way constitute a waiver of such right or provision unless so acknowledged and agreed by such party in writing. This Agreement is not assignable, transferable or sublicensable by either party except with the other party's prior written consent, which consent shall not be unreasonably withheld; provided, however, that VitalStream may assign this Agreement without consent, but with notice, to an affiliate (as that term is defined in United States securities laws) or in the event of a merger or sale of all or substantially all of the assets of VitalStream if the assignee hereof assumes and has the capacity to perform all of VitalStream's obligations hereunder, and provided, further, that the Asset Purchase Agreement and the Migration Agreement are assigned to the same party.
Entire Agreement; Amendment; Waiver; Assignment. This Agreement (including all Schedules and Exhibits hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. Any provision hereof can be amended, supplemented, changed, or waived, only by written instrument making specific reference to this Agreement and signed, in the case of an amendment, supplement or modification, by Buyer and Seller, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any rights or obligations hereunder shall not be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Party. Any attempt to assign this Agreement in violation of the foregoing shall be void and of no effect.
Entire Agreement; Amendment; Waiver; Assignment. This Agreement (a) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, (b) can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by Buyer, in the case of an amendment, supplement, modification or waiver sought to be enforced against Buyer, or the applicable Seller, in the case of an amendment, supplement, modification or waiver sought to be enforced against such Seller; and (c) shall not be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Parties.
