Common use of Entire Agreement/No Collateral Representations Clause in Contracts

Entire Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement, including all exhibits attached hereto, together with the Proprietary Rights Agreement: (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (2) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the “Prior Agreements”), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (3) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 7 contracts

Samples: Employment Agreement, Employment Agreement (Axelerex Corp.), Employment Agreement (Us Nuclear Corp.)

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Entire Agreement/No Collateral Representations. Each party ---------------------------------------------- expressly acknowledges and agrees that this Agreement, including all exhibits attached heretothe Shareholders Agreement, together with the Proprietary Rights Singh Employment Agreement, the License Agreement, the KFI/Singh Agreement and the KFI Stock Repurchase Agreement: (1i) is are the final, complete and exclusive statement of the agreement final expression of the parties agreements with respect to the subject matter hereofhereof and thereof and are the complete and exclusive statements of the terms of such agreement; (2ii) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such prior agreements Prior Agreements are of no force or effect except as expressly set forth hereinherein and therein; and (3iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Korn Ferry International), Stock Purchase Agreement (Korn Ferry International)

Entire Agreement/No Collateral Representations. Each party ---------------------------------------------- expressly acknowledges and agrees that this Agreement, including all exhibits attached heretothe Stock Purchase Agreement, together with the Proprietary Rights Singh Employment Agreement, the License Agreement, the KFI/Singh Agreement and the KFI Stock Repurchase Agreement: (1i) is are the final, complete and exclusive statement of the agreement final expression of the parties agreements with respect to the subject matter hereofhereof and thereof and are the complete and exclusive statements of the terms of such agreement; (2ii) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such prior agreements Prior Agreements are of no force or effect except as expressly set forth hereinherein and therein; and (3iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 2 contracts

Samples: Shareholders Agreement (Korn Ferry International), Shareholders Agreement (Korn Ferry International)

Entire Agreement/No Collateral Representations. Each party Party expressly acknowledges and agrees that this Agreement, including all exhibits attached heretohereto and the PIIA Executive previously signed, together with the Proprietary Rights Agreementwhich is expressly incorporated herein by reference: (1) is the final, complete and exclusive statement of the agreement of the parties Parties with respect to the subject matter hereof; (2) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written written, including but not limited to the Former Agreement (collectively and severally, the “Prior Agreements”), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (3) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party Party against whom enforcement of the modification or supplement is sought.

Appears in 2 contracts

Samples: Employment Agreement (Ideal Power Inc.), Revised And (Ideal Power Inc.)

Entire Agreement/No Collateral Representations. Each party ---------------------------------------------- expressly acknowledges and agrees that this Agreement, including all exhibits attached heretothe Stock Purchase Agreement, together with the Proprietary Rights Singh Employment Agreement, the License Agreement, the KFI Stock Repurchase Agreement, and the Shareholders Agreement: (1i) is are the final, complete and exclusive statement of the agreement final expression of the parties agreements with respect to the subject matter hereofhereof and thereof and are the complete and exclusive statements of the terms of such agreement; (2ii) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such prior agreements Prior Agreements are of no force or effect except as expressly set forth hereinherein and therein; and (3iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 1 contract

Samples: Singh Agreement (Korn Ferry International)

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Entire Agreement/No Collateral Representations. Each party ---------------------------------------------- expressly acknowledges and agrees that this Agreement, including all exhibits attached heretothe Stock Purchase Agreement, together with the Proprietary Rights Shareholders Agreement, the KFI/Singh Agreement, the KFI Stock Repurchase Agreement, and the License Agreement: (1i) is are the final, complete and exclusive statement of the agreement final expression of the parties agreements with respect to the subject matter hereofhereof and thereof and are the complete and exclusive statements of the terms of such agreement; (2ii) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such prior agreements Prior Agreements are of no force or effect except as expressly set forth hereinherein and therein; and (3iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 1 contract

Samples: Employment Agreement (Korn Ferry International)

Entire Agreement/No Collateral Representations. Each party ---------------------------------------------- expressly acknowledges and agrees that this Agreement, including all exhibits attached hereto, together with the Proprietary Rights Agreement: (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (2) except with respect to specifically supersedes and replaces the Confidentiality Agreement executed "Employment Contract for Director of European Sales" entered into by and between the parties prior to this AgreementCompany and Executive on March 23, supersedes 1992 as well as any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (3) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 1 contract

Samples: Employment Agreement (Staar Surgical Company)

Entire Agreement/No Collateral Representations. Each party ---------------------------------------------- expressly acknowledges and agrees that this Agreement, including all exhibits attached hereto, together with Agreement and the Proprietary Rights KFI/Singh Agreement: (1i) is are the final, complete and exclusive statement of the agreement final expression of the parties agreements with respect to the subject matter hereofhereof and thereof and are the complete and exclusive statements of the terms of such agreement; (2ii) except with respect to the Confidentiality Agreement executed between the parties prior to this Agreement, supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such prior agreements Prior Agreements are of no force or effect except as expressly set forth hereinherein and therein; and (3iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

Appears in 1 contract

Samples: Stock Repurchase Agreement (Korn Ferry International)

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