Prior Agreements; Entire Agreement. All prior agreements by the Parties relating to the matters contemplated by this Agreement, whether written or oral, are superseded by this Agreement, and shall be of no further force or effect. For the avoidance of doubt, as provided under Section 3.2, this Agreement does not supersede the JOA.
Prior Agreements; Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled.
Prior Agreements; Entire Agreement. This Agreement and the other Transaction Documents supersede all prior understandings, agreements, or representations by or among the Parties, written or oral with respect to the subject matter hereof and thereof. Without limiting the foregoing, the Parties formally acknowledge and agree that (i) each of the Transaction Documents were, at the time of execution, and continue to be, executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated thereby, (ii) the performance of each of the Transaction Documents and expected benefits therefrom are a material inducement to the willingness of the Parties to enter into and perform the other Transaction Documents and the transactions described therein, (iii) the Parties would not have been willing to enter into any of the Transaction Documents in the absence of the entrance into, performance of and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of each of the Transaction Documents and the rights and obligations UNIT PURCHASE AGREEMENT 76 of the parties thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of the Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by the Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by the Transaction Documents are economically interdependent, (vii) it is the intent of the Parties that they have executed and delivered the Transaction Documents with the understanding that the Transaction Documents constitute one unseverable and single agreement and (viii) each Party will cause any of its successors or permitted assigns of any Transaction Document that constitutes an Affiliate of such Party or a transferee of all or substantially all of the gas exploration and production assets of Chesapeake Energy Corporation and all of the Chesapeake Entities (in any case, the “Gas Business”) whether by sale, transfer, merger, consolidation, operation of law, or otherwise (in any such case, the “Gas Business Transfer”), to expressly acknowledge and agree (mutatis mutandis with respect to such successor or permitted assign’s adherence to the obligations of the Party hereunder) to the matters referred to in this Section 9.8 prior to any assignment or transfer of any Transaction Document (or rights, du...
Prior Agreements; Entire Agreement. This Agreement and the two letter agreements from News Corporation to the Executive, each dated March 1, 2000, relating to pension benefits, medical coverage, life insurance and stock options, constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void the Prior Agreements and any and all prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof. No waiver or modification of the terms or provisions hereof shall be valid unless in writing signed by the party so to be charged thereby and then only to the extent therein set forth.
Prior Agreements; Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and Cardin, and any and all prior written or oral agreements or understandings between the Company and Cardin are hereby superseded.
Prior Agreements; Entire Agreement. (a) The Consultant represents that he is not now under any written agreement, nor has he previously, at any time, entered into any agreement with any person, firm or corporation, which would or could in any manner preclude or prevent him from giving freely and the Company receiving the exclusive benefit of the Consulting Services. All prior agreements between the Company and the Consultant, whether written or oral, are hereby terminated and superseded by this Agreement in all respects and each party hereto releases the other party from any and all obligations or liabilities arising out of or in connection with any such agreement. No subsequent action or omission by either the Company or Consultant shall revive any such prior employment agreement.
(b) This Agreement constitutes the entire agreement of the parties hereto regarding the subject matter hereof and supersedes all prior agreements and understandings, written or oral, between the parties.
(c) In consideration of the covenants contained herein, the Company, for itself, its successors and assigns, hereby releases and discharges the Consultant, his heirs, legal representatives and his estate, from any claim, suit, action, proceeding, obligation or liability heretofore existing or created, it being understood that such release does not apply to the terms, conditions and obligations created under and by virtue of this Agreement.
(d) In consideration of the covenants contained herein, the Consultant, for himself, his successors and assigns, hereby releases and discharges the Company, its successors, assignees, transferees and legal representatives, from any claim, suit, action, proceeding, obligation or liability heretofore existing or created, it being understood that such release does not apply to the terms, conditions and obligations created under and by virtue of this Agreement and the Exhibits hereto.
Prior Agreements; Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and, effective as of the Effective Date, shall supersede all prior agreements, amendments, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto (including the Prior Agreement), except that all equity-based and other awards made prior to the Effective Date pursuant to the Prior Agreement (or pursuant to any earlier employment agreement between Executive and the Company) shall remain outstanding in accordance with their respective terms.
Prior Agreements; Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and, effective as of the Effective Date, shall supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto (including the Prior Agreement). Prior to the Effective Date, the Prior Agreement shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, in the event the Executive’s employment with the Company terminates for any reason prior to the Effective Date, this Agreement shall be null and void and of no force and effect, and the Executive’s rights in connection with such termination shall be governed by the terms of the Prior Agreement.
Prior Agreements; Entire Agreement. Except for the settlement agreement entered into by the Parties in North Carolina Utilities Commission Docket No. E-22, Sub 418, all prior agreements by or among all the Parties relating to the matters contemplated by this Agreement, whether written or oral, are superseded by this Agreement, and shall be of no further force or effect.
Prior Agreements; Entire Agreement. (a) The Company and the Executive mutually agree, in accordance with paragraph 5(b) of the Original Agreement, that as of the Effective Date hereof the Original Agreement shall be automatically terminated and shall have no further force and effect. All rights and obligations of the parties from and after the Effective Date shall be governed by the terms and conditions contained herein.
(b) Executive represents that the performance of his duties as an officer and employee of the Company will not breach any agreement with a prior employer or any other party, and Executive agrees that he will not disclose to the Company or induce the Company to use any confidential information or trade secrets belonging to a prior employer or any other party.
(c) This Agreement contains the entire agreement between the parties hereto with respect to the matters herein and, except for the terms of the Inventions Agreement and Section 7.4 of the Purchase Agreement, supersedes all prior agreements (including the Original Agreement) and understandings, oral or written, between the parties hereto, relating to such matters.
