Severability/No Modification/Entire Agreement Sample Clauses

Severability/No Modification/Entire Agreement. 19. This Agreement, along with the Restrictive Covenant Agreement (which is incorporated herein), constitutes the entire agreement between the parties and fully supersedes any and all prior agreements or understandings pertaining to the subject matter thereof. No other promises or agreements exist that are not contained herein. In the event that any provision(s), or portion(s) thereof, of this Agreement, is determined to be illegal, unenforceable, or prohibited by applicable law, the remainder of this Agreement shall not be affected thereby and each remaining portion shall continue to be valid, effective and enforceable to the fullest extent permitted by applicable law. Provided, however, that if, because of any act by or on behalf of Executive, any portion of the provisions set forth in paragraphs 9 or 10 above, or in Exhibit A, is determined by any court or agency of competent jurisdiction to be illegal, invalid, or in any way ineffective as to any claim by Executive, other than a claim that a Releasee has violated the ADEA, Executive shall re-pay to the Company the full amount of the Special Severance Payment and the 2015 Bonus (including forfeiting any shares of Company common stock issued as a portion of the 2015 Bonus) previously provided to Executive, or for Executive’s benefit. This Agreement may be modified or amended only in a writing signed by both parties. In witness whereof, the parties have duly executed this Agreement as of the respective dates below set forth. XXXXXXX XXXXXX /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxx Executive Witness Print Witness Name February 4, 2016 February 4, 2016 Date Date XXXXXX PRODUCTS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx February 4, 2016 Name: Xxxxxx X. Xxxxxxxxx Date Title: Vice President, General Counsel EXHIBIT A Re: Transition, Separation & General Release Agreement for Xxxxxxx Xxxxxx
Sample 1
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Severability/No Modification/Entire Agreement. This Agreement, along with the Employment Agreement (which is incorporated herein) and the Consulting Agreement (which is incorporated herein), constitutes the entire agreement between the parties and fully supersedes any and all prior agreements or understandings pertaining to the subject matter thereof. No other promises or agreements exist that are not contained herein. In the event that any provision(s), or portion(s) thereof, of this Agreement, is determined to be illegal, unenforceable, or prohibited by applicable law, the remainder of this Agreement shall not be affected thereby and each remaining portion shall continue to be valid, effective and enforceable to the fullest extent permitted by applicable law. This Agreement may be modified or amended only in a writing signed by both parties. [Signature Page Follows] Executive’s Initials: /s/ MJB In witness whereof, the parties have duly executed this Agreement as of the respective dates below set forth. /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Witness /s/ Xxxxxxx X. Xxxxxxxx Print Witness Name 10/25/2018 10/25/18 Date Date XXXXXX PRODUCTS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx 10/25/18 Name: Xxxxxx X. Xxxxxxxxx Date Title: Asst. Secretary SVP General Counsel EXHIBIT A
Sample 1

Related to Severability/No Modification/Entire Agreement

  • No Modification; Entire Agreement This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent and the Sponsor. Together with the Merger Agreement, each Other Sponsor Equity Commitment Letter, the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), the Non-Disclosure Agreement dated as of January 11, 2018 between the Company and an Affiliate of the Sponsor, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

  • Modification/Entire Agreement This Agreement (i) may only be modified by a written instruction executed by the Purchaser and the Company; (ii) sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; and (iii) shall enure heirs, legal representatives, successors and permitted assigns.

  • Severability; Entire Agreement In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior written agreements and understandings, oral or written.

  • 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; Modification of Agreement Except as otherwise expressly noted herein, this Agreement constitutes the entire understanding of the parties and supersedes all prior discussions, understandings, and agreements of every nature between them relating to the matters addressed herein. Accordingly, no representation, promise, or inducement not included or incorporated by reference in this Agreement shall be binding upon the parties. Employee affirms that the only consideration for the signing of this Agreement are the terms set forth above and that no other promises or assurances of any kind have been made to him by the Bank or any other entity or person as an inducement for him to sign this Agreement. This Agreement may not be changed orally, but only by an agreement in writing signed by the parties or their respective heirs, legal representatives, successors, and assigns.

  • Entire Agreement; Modification; Governing Law The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

  • Entire Agreement; Amendments; No Waiver (a) This Investor Rights Agreement, as it amends and restates the Original Investor Rights Agreement, together with the Exhibit to this Investor Rights Agreement, the Merger Agreement and all other Transaction Agreements (as such term is defined in the Merger Agreement), constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions, whether oral or written, relating to such subject matter in any way, and there are no warranties, representations or other agreements among the Parties in connection with such subject matter except as set forth in this Investor Rights Agreement and therein.

  • Entire Agreement; Modification; Waiver This Agreement constitutes the entire agreement between or among the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all the parties or the applicable parties to be bound by such amendment. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

  • Severability and Entire Agreement If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter.

  • Entire Agreement; Modification This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

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