Common use of Entire Agreement; Assignment; Amendment Clause in Contracts

Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information and Assignment Agreement, constitute the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreement. (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(a) or otherwise, whether or not Executive accepts employment with the assignee. (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 9 contracts

Samples: Executive Employment Agreement (Century Therapeutics, Inc.), Executive Employment Agreement (Century Therapeutics, Inc.), Executive Employment Agreement (Century Therapeutics, Inc.)

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Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information and Assignment Restrictive Covenants Agreement, constitute constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreement. (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(a10(a) or otherwise, whether or not Executive accepts employment with the assignee. (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 2 contracts

Samples: Executive Employment Agreement (Cognition Therapeutics Inc), Executive Employment Agreement (Cognition Therapeutics Inc)

Entire Agreement; Assignment; Amendment. (a) a. This Agreement, together with including the Proprietary Information exhibits, schedules and Assignment Agreementother documents referred to herein, constitute constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all supersedes any prior and/or contemporaneous agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreementsubject matter hereof. (b) b. The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(a11(a) or otherwise, whether or not Executive accepts employment with the assignee. (c) c. This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 2 contracts

Samples: Employment Agreement (Mistras Group, Inc.), Employment Agreement (Mistras Group, Inc.)

Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information and Assignment Restrictive Covenants Agreement, constitute constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s 's employment by the Company, including without limitation the Prior Agreement. (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(aSections 10(a), 10(b) or otherwise, whether or not Executive accepts employment with the assignee. Exhibit 10.1 (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 1 contract

Samples: Executive Employment Agreement (Carmell Corp)

Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information and Assignment Restrictive Covenants Agreement, constitute constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreement. (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(aSections 10(a), 10(b) or otherwise, whether or not Executive accepts employment with the assignee. (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 1 contract

Samples: Executive Employment Agreement (Alpha Healthcare Acquisition Corp Iii)

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Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information and Assignment Restrictive Covenant Agreement, constitute the final and entire agreement of the parties with respect to the matters covered hereby and replace ​ ​ ​ and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreement. (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(a) or otherwise, whether or not Executive accepts employment with the assignee. (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 1 contract

Samples: Executive Employment Agreement (Century Therapeutics, Inc.)

Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information and Assignment Agreement, constitute the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreement. (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(a) or otherwise, whether or not Executive accepts employment with the assignee.. ​ ​ (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.

Appears in 1 contract

Samples: Executive Employment Agreement (Century Therapeutics, Inc.)

Entire Agreement; Assignment; Amendment. (a) This Agreement, together with the Proprietary Information Restrictive Covenants Agreement and Assignment Agreementother agreements and documents referenced herein, constitute the final and entire agreement of the parties with respect to the matters covered hereby and replace and supersede all prior agreements, discussions, negotiations, representations or understandings (whether written, oral or implied) relating to Executive’s employment by the Company, including without limitation the Prior Agreement.. ​ (b) The rights and obligations of Executive hereunder are personal and may not be assigned. The Company may assign this Agreement, and its rights and obligations hereunder, to any entity to which the Company transfers substantially all of its assets (or an affiliate thereof). Notwithstanding any other provision of this Agreement, any such assignment of this Agreement by the Company will not entitle Executive to severance benefits under Section 9(a) or otherwise, whether or not Executive accepts employment with the assignee.. ​ (c) This Agreement may be amended or modified only by a written instrument signed by a duly authorized officer of the Company and Executive.. ​

Appears in 1 contract

Samples: Executive Employment Agreement (Century Therapeutics, Inc.)

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