Entire Agreement; Amendments; Waivers; Termination Sample Clauses

Entire Agreement; Amendments; Waivers; Termination. (a) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof.
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Entire Agreement; Amendments; Waivers; Termination. This Agreement contains the entire agreement of the Employee and the Employer relating to the matters contained herein and supersedes all prior agreements and understandings, oral or written, between the Employee and the Employer with respect to the subject matter hereof, excluding any existing records of the Employer (or any predecessor of the Employer) relating to the Employee's employment, which records may continue to be considered by the Employer in making any determinations permitted or provided for hereunder. This Agreement is being executed in connection with, and nothing herein is intended to alter, impair or supersede the terms and provisions or rights of the parties under, the Agreement and Plan of Merger dated as of even date herewith among Buckeye, the Employer, EK Acquisition Corp., a Delaware corporation, the Employee and certain other persons (the “Merger Agreement”) or any of the other documents executed in connection therewith, including without limitation the Pledge Agreement or the Promissory Notes (as such terms are defined in the Merger Agreement). This Agreement may be amended, modified or supplemented, but only in writing signed by each of the parties hereto. Any term of this Agreement may be waived only with the written consent of the party sought to be bound, and the waiver by either party to this Agreement of a breach of any provision of the Agreement by the other party shall not operate or be construed as a waiver by such party of any subsequent breach by such other party. Pursuant to certain arrangements entered into in connection with this Agreement, the Employee and certain other individuals have obtained a security interest in the shares of the Employer. In the event as a result of the exercise of the Employee’s and other individuals rights with respect to such security interest, the Employee or such other persons become the owners of all of the shares of stock of the Employer, the provisions in Section 5 shall automatically terminate as they relate to the Employer, but not as they relate to the customers, employees or Confidential Information of any other any other Buckeye Company.
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Entire Agreement; Amendments; Waivers; Termination. 35 Section 12.02.
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Entire Agreement; Amendments; Waivers; Termination. 33 SECTION 12.02. Mergers and Consolidations....................................34 SECTION 12.03.
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Entire Agreement; Amendments; Waivers; Termination. 33 Section 12.02. Mergers and Consolidations 34 Section 12.03. Investment Representation 34 Section 12.04. Successors; Counterparts 34 Section 12.05. Governing Law; Severability 35 Section 12.06. Further Assurance 35 Section 12.07. Filings 35 Section 12.08. Power of Attorney 35 Section 12.09. No Xxxx for Partnership Accounting 36 Section 12.10. Goodwill 36 Section 12.11. Notices 36 Section 12.12. Arbitration 36 Section 12.13. Withholding 38 Section 12.14. Headings 38 ARTICLE 13 CLAWBACK OBLIGATIONS Section 13.01. General Partner Clawback 38 Section 13.02. Guaranty 38 Appendix A Definitions A-1 Schedule I Initial Allocation of Carried Interest Points S-1 Schedule II Form of Award of Carried Interest Points S-2 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GCP MANAGING PARTNER II, L.P. (a limited partnership formed under the laws of the State of Delaware) AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GCP Managing Partner II, L.P. dated as of March 31, 2005.
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Entire Agreement; Amendments; Waivers; Termination. 32 Section 12.02. Mergers and Consolidations.....................................................33 Section 12.03. Investment Representation......................................................33 Section 12.04. Successors; Counterparts.......................................................34 Section 12.05. Governing Law; Severability....................................................34 Section 12.06. Further Assurance..............................................................34 Section 12.07. Filings........................................................................34 Section 12.08.
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Related to Entire Agreement; Amendments; Waivers; Termination

  • Entire Agreement; Amendments; Waivers (a) This Agreement supersedes all other prior oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

  • Entire Agreement; Amendments; Waiver This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

  • Entire Agreement; Amendments and Waivers This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

  • Entire Agreement; Amendment; Waivers This Agreement and ------------------------------------ the documents delivered pursuant to it constitute the entire agreement and understanding among the Parties and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, the amendment, modification, supplement or waiver is in writing and signed by the Majority Stockholders, the Company and WORK. The waiver of any of the terms and conditions of this Agreement shall not be construed or interpreted as, or deemed to be, a waiver of any of its other term or conditions.

  • Entire Agreement; Amendments This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

  • 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.

  • Entire Agreement; Amendment; Severability; Waiver This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

  • Entire Agreement; Amendment; Severability This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

  • Entire Agreement; Amendment; Waiver This Agreement constitutes the entire and full understanding and agreement between the parties with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by all the parties hereto.

  • Entire Agreement, Waivers and Amendments This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and Buyer.

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