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 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. 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. PJM INTERCONNECTION, X.X.X.XXX By: Signature Xxxxxxx Xxxxxx,X. Xxxxxx Executive Vice President, Operations TENNESSEE VALLEY AUTHORITY By: [name] Signature Xxxxxxx X. Xxxxxxxx Senior Vice President - Transmission LOUISVILLE GAS & ELECTRIC COMPANY By: [name] [title] KENTUCKY UTILITIES COMPANY By:
Prior Agreements; Entire Agreement. This Agreement, together with all Exhibits and attachments referenced herein, constitutes the entire Agreement between the parties and supersedes all prior or contemporaneous discussions, communications, understandings, or agreements, expressed or implied, written or oral, by or between the parties with respect to the subject matter hereunder. In the event of any conflict between the terms of this Agreement and any Exhibit incorporated or referenced herein, the terms of this Agreement shall control.
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. (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.
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. 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. 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, 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 2012 Agreement and the 2008 Agreement), except that all equity-based and other awards made prior to the Effective Date pursuant to the 2012 Agreement and the 2008 Agreement (or pursuant to any earlier employment agreement between the Executive and the Company) shall remain outstanding in accordance with their respective terms.
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. By: PJM INTERCONNECTION, L.L.C. Senior VP, Operations Xxxxxxx Xxxxxx, Vice President, Operations TENNESSEE VALLEY AUTHORITY By: SVP Transmission & Power Supply Xxxxx X. Xxxxx, Senior Vice President, Transmission & Power Supply LOUISVILLE GAS & ELECTRIC COMPANY By: 6/2/23 Xxxx XxXxxxxxx, Vice President – Transmission KENTUCKY UTILITIES COMPANY By: 6/2/23 Xxxx XxXxxxxxx, Vice President – Transmission ATTACHMENT 1 Congestion Management Process (CMP) MASTER Executive Summary This Congestion Management Process1 document provides significant detail in the areas of Market Flow Calculation. These additional details are the result of discussions between multiple Operating Entities. As Operating Entities expand and implement their respective markets, one of the primary seams issues that must be resolved is how different congestion management methodologies (market- based and traditional) will interact to ensure that parallel flows and impacts are recognized and controlled in a manner that consistently ensures system reliability. This proposed solution will greatly enhance current Interchange Distribution Calculator (IDC) granularity by utilizing existing real-time applications to monitor and react to Flowgates external to an Operating Entity’s footprint. In brief, the process includes the following concepts: • Participating Operating Entities will agree to observe limits on an extensive list of coordinated external Flowgates. • Like all Control Areas (CA), Market-Based Operating Entities will have Firm and non- Firm GTL Flows upon those Flowgates. • In real-time, Market-Based Operating Entities will calculate and monitor one-hour ahead projected and actual flows. • The IDC will calculate GTL flows for Operating Entities using the State Estimator data provided by the entities. • Market-Based Operating Entities will calculate the actual and the one-hour ahead projected Firm and Non-Firm limits for both internal and external Coordinated Flowgates. • Market-Based Operating Entities will constrain their operations to limit Firm GTL Flows on the Coordinated Flowgates to no more than the calculated Firm Flow Limit established in the analysis. • Market-Based Operating Entities will provide to the IDC detailed representation of their marginal units, so that the IDC can continue to eff...
