Common use of Integration and Entire Agreement Clause in Contracts

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided including any existing director or officer indemnification agreement; provided, however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate Certificate of incorporationIncorporation, bylaws or other organizational agreement or instrumentthe bylaws, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto; provided, provided however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate Certificate of incorporationIncorporation, bylaws or other organizational agreement or instrumentthe Bylaws, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that . If the provisions hereof shall not supersede the provisions Company and Indemnitee have previously entered into an indemnification agreement providing for indemnification of Indemnitee by the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions parties’ entry into this Indemnification Agreement shall be more favorable deemed to Indemnitee than the provisions hereofamend and restate such Indemnification Agreement to read in its entirety as, and to be superseded by, this Indemnification Agreement.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate respective certificates of incorporation, bylaws incorporation or other organizational agreement or instrumentbylaws, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws incorporation or other organizational agreement or instrumentbylaws, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrumentinstrument of the Companies and their subsidiaries, any other agreement, any vote of members, managers, stockholders or directors, the DGCL directors or other any applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth constitutes the entire understanding agreement between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties heretohereto with respect to the subject matter hereof; provided, provided however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate articles of incorporation, incorporation and bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other and applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s 's certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of either of the Company’s Company Entities’ certificate of incorporation, bylaws incorporation or other organizational agreement or instrumentbylaws, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided including any existing director or officer indemnification agreement; provided, however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate Certificate of incorporationIncorporation, bylaws or other organizational agreement or instrumentthe Bylaws, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto Parties and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties heretoParties, provided except for related or applicable provisions that may be in the provisions hereof shall not supersede Certificate of Incorporation, Bylaws, or resolutions of the provisions Board of Directors of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, which shall apply in full to the extent any such provisions shall be more favorable to Indemnitee than the comparable terms and provisions hereofcontained herein.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof . The parties’ entry into this Agreement shall not supersede the provisions of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, be deemed to amend and restate any other agreementindemnification agreement providing for indemnification of Indemnitee by the Company to read in its entirety as, any vote of stockholders or directorsand to be superseded by, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereofthis Agreement.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof hereof; provided that, in the event the Indemnitee has entered into a separate agreement with respect to employment with the Company, the rights granted hereunder shall be in addition to the rights granted under any such employment agreement and in the event of any inconsistency between the parties heretoterms of this Agreement and the terms of any such employment agreement with respect to the subject matter hereof, provided that the provisions terms hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereofcontrol.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided including any existing director or officer indemnification agreement; provided, however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate articles of incorporationassociation, bylaws or other organizational agreement or instrumentthe bylaws, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided including any existing director or officer indemnification agreement; provided, however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrumentConstituent Documents, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate respective certificates of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that . No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the provisions hereof shall not supersede the provisions employ of the Company’s certificate Company or any of incorporation, bylaws its subsidiaries or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereofaffiliated entities.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, ; provided that the provisions hereof shall not supersede the provisions of the Company’s certificate Certificate of incorporationIncorporation, bylaws Bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided . The parties understand and agree that any prior agreement between the provisions hereof shall not supersede the provisions Company and Indemnitee concerning indemnification is superseded in its entirety by this Agreement and is null and void and of the Company’s certificate of incorporation, bylaws no further force or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereofeffect.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate organizational documents of incorporation, bylaws Domtar or other organizational agreement or instrumentany of their subsidiaries, any other agreement, any vote of stockholders or directors, the DGCL any applicable law or other applicable lawany liability insurance policy, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the CompanyCorporation’s certificate Certificate of incorporationIncorporation, bylaws Bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided including any existing director or officer indemnification agreement; provided, however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate Bylaws, Certificate of incorporation, bylaws or other organizational agreement or instrumentIncorporation, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws limited partnership or formation, bylaws, limited liability company agreement, limited partnership agreement or other organizational agreement or instrumentinstrument of the Companies and their subsidiaries, any other agreement, any vote of stockholders members, managers, stockholders, partners or directors, the DGCL directors or other any applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided . The parties to this Agreement acknowledge and agree that this Section 20 does not refer to or preclude any agreement relating to indemnification that may be entered between the provisions hereof shall not supersede Indemnitee and the provisions of the Parent Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided including any existing director or officer idemnification agreement; provided, however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate Certificate of incorporationIncorporation, bylaws or other organizational agreement or instrumentthe bylaws, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto; provided, provided however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporationCertificate, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directorsthe Bylaws, the DGCL or and any other applicable law, to the extent and must not be deemed a substitute therefor, and does not diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided . The parties to this Agreement acknowledge and agree that this Section 20 does not refer to or preclude any agreement relating to indemnification that may be entered between the provisions hereof shall not supersede the provisions of Indemnitee and the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof's subsidiaries.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate articles of incorporation, bylaws incorporation or other organizational agreement or instrumentbylaws, any other agreement, any vote of stockholders shareholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that including, without limitation, any indemnification agreement between the provisions hereof shall not supersede the provisions of Director and Officer and the Company’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof. [Signature page follows.]

Integration and Entire Agreement. This Agreement sets forth constitutes the entire understanding agreement between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties heretohereto with respect to the subject matter hereof; provided, provided however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation, incorporation and bylaws or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other and applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto; provided, provided however, that the provisions hereof shall not supersede the provisions this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrumentMemorandum and Articles, any other agreement, any vote of stockholders or directors, directors and officers insurance maintained by the DGCL or other Company and applicable law, and shall not be deemed a substitute therefor, nor to the extent diminish or abrogate any such provisions shall be more favorable to rights of Indemnitee than the provisions hereofthereunder.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate Articles of incorporationAssociation, bylaws deed of incorporation or other organizational agreement or instrument, any other agreement, any vote of stockholders shareholders or directors, the DGCL Dutch law or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided PROVIDED that the provisions hereof shall not supersede the provisions of the Company’s certificate 's respective certificates of incorporation, bylaws incorporation or other organizational agreement or instrumentbylaws, any other agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws or other organizational agreement or instrumentinstrument of the Company and its subsidiaries, any other agreement, any vote of members, managers, stockholders or directors, the DGCL directors or other any applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.