General Terms; Entire Agreement Sample Clauses

General Terms; Entire Agreement. This Agreement shall not supersede, replace or diminish Employee’s common law obligations to CIT as Employee’s current or former employer. Employee agrees and acknowledges that (1) this Agreement does not supersede, replace, invalidate or otherwise limit or affect any restrictions in any prior or other document or agreement between Employee and CIT regarding confidentiality, confidential and/or proprietary information, return of property, non-competition, non-solicitation or piracy of customers or Clients of CIT or prospective customers or Clients of CIT, and/or non-solicitation/non-inducement or hiring of employees of CIT, inventions, developments or works made for hire or other similar provisions (collectively, the “Existing Restrictions”), and (2) any such Existing Restrictions shall remain in full force and effect and Employee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in this Agreement conflict in any way with any Existing Restrictions, such conflict shall be resolved by giving effect to the provision that provides the greatest protection to CIT that is enforceable under applicable law. Employee's obligations under this Agreement shall survive separation of Employee's employment with CIT for any reason and, shall likewise survive any changes in the terms and conditions of Employee’s employment. This Agreement will inure to the benefit of CIT, its successors and assigns without Employee’s further approval or consent. However, Employee may not assign this Agreement or delegate any responsibilities thereunder. No waiver of any rights under this Agreement shall be effective unless expressed in writing by the party to be charged. The waiver by CIT of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. Except as expressly permitted herein, this Agreement may be amended or modified only by a written agreement executed by the Employee and a duly authorized representative of CIT or CIT’s successor. Except as set forth above in this Section 19, this Agreement supersedes all prior agreements, promises, and representations, whether oral or written, express or implied, only to the extent they contradict or conflict with the provisions hereof and provided this Agreement is deemed enforceable. This Agreement shall be construed in accordance with the intent of the parties, as expressed herein and not strictly for or against either party. EMPLOYEE UNDERSTAND...
Sample 1
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General Terms; Entire Agreement. The Investment Management Agreement is the entire agreement between you and us and replaces all earlier agreements and understandings, whether written or oral, between you and us regarding the subject matter of the Investment Management Agreement, except for those modifications agreed upon by the parties in accordance with these Terms and Conditions. If there is an inconsistency or conflict between these Terms and Conditions and the attached schedules, the provisions of these Terms and Conditions will take priority, unless a Schedule expressly states otherwise. Severability If some or all of the terms in the Investment Management Agreement become illegal, invalid, or unenforceable in any way under the law of any jurisdiction, that does not affect the legality, validity, or enforceability of the rest of the Investment Management Agreement in that jurisdiction. Governing Law The Investment Management Agreement and all services and issues relating to the Account are governed exclusively by the laws of Delaware, United States of America, according to the most recent contact information on our records, and by applicable Delaware laws. If the Account is held jointly between two or more joint Account holders, the Investment Management Agreement and all services and issues relating to the Account are governed exclusively by the laws of the Delaware, United States of America, If you or the Primary Applicant, as the case may be, do not reside in United States, the laws of British Virgin Islands shall apply. The parties to this Agreement hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that province and all courts competent to hear appeals from those courts. The Investment Management Agreement is binding upon the parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns. Schedule “A” Policies for the Fair Allocation of Investment Opportunities among Managed Accounts We will not, when placing an order for a security for clients, give unfair advantage to any client. If all accounts cannot be satisfied, our policy is to allocate the security proportionally among the accounts, subject to factors such as the client’s investment policies and guidelines, and efficient trading unit considerations. For example, if a minimum number of the security is necessary to justify its place in the client’s account and that minimum is not achieved, no security will be allocated to the clien...
Sample 1
General Terms; Entire Agreement. This Agreement shall not supersede, replace or diminish Employee’s common law obligations to CIT as Employee’s current or former employer. Employee agrees and acknowledges that (1) this Agreement does not supersede, replace, invalidate or otherwise limit or affect any restrictions in any prior or other document or agreement between Employee and CIT regarding confidentiality, confidential and/or proprietary information, return of property, non-competition, non-solicitation or piracy of customers or Clients of CIT or prospective customers or Clients of CIT, and/or non-solicitation/non-inducement or hiring of employees of CIT, inventions, developments or works made for hire or other similar provisions (collectively, the “Existing Restrictions”), and (2) any such Existing Restrictions shall remain in full force and effect and Employee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in this Agreement conflict in any way with any Existing Restrictions, such conflict shall be resolved by giving effect to the provision that provides the greatest protection to CIT that is enforceable under applicable law. Employee's obligations under this Agreement shall survive separation of Employee's employment with CIT for any reason and, shall likewise survive any changes in the terms and conditions of
Sample 1

Related to General Terms; Entire Agreement

  • Governing Law; Entire Agreement The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • Governing Law, Entire Agreement, etc THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Supplement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

  • Amendments; Entire Agreement This Agreement may be amended only by written agreement of the parties. This Agreement, together with the Formation and Separation Agreement, supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.

  • Integration/Entire Agreement This Agreement, together with the Warrants, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company, the Warrant Agent and the Holders in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrants. This Agreement and the Warrants supersede all prior agreements and understandings between the parties with respect to such subject matter.

  • Headings; Entire Agreement Headings used in this Agreement are provided for reference and convenience only, are not considered part of this Agreement, and will not be employed in the construction of this Agreement. This Agreement, including any appendices or exhibits attached hereto, constitutes the entire agreement between you and PNC with respect to the subject matters addressed herein, and supersedes all other discussions, negotiations, correspondence, representations, understandings and agreements between the parties concerning the subject matters hereof.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • Entire Agreement; Waiver (a) This Agreement constitutes the entire agreement between the Dealer-Manager and you, and shall not be amended or modified in any way except by subsequent agreement executed in writing. Neither party to this Agreement shall be liable or bound to the other by any agreement except as specifically set forth in this Agreement.

  • Entire Agreement; Amendment This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

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