Entire Understanding and Agreement Sample Clauses

Entire Understanding and Agreement. This Agreement and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. Any copy of this Consultant Agreement will be considered as effective for any purpose as if it were the original.
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Entire Understanding and Agreement. This Agreement represents the entire understanding and agreement among the Members and supersedes and replaces all prior oral and written agreements among the Members including without limitation the WiredWest Cooperative Agreement dated August 13, 2011, all of which have no further force or effect. EXECUTED under seal to be effective as of the Effective Date. WIREDWEST MUNICIPAL LIGHT PLANT COOPERATIVE LLC By: [MEMBERS] By: Name: Title: SCHEDULE A-1 SCHEDULE OF MEMBERS AND PERCENTAGE INTERESTS MEMBER PERCENTAGE INTERESTS END OF SCHEDULE A-1 SCHEDULE A-2 SCHEDULE OF PROVISIONAL MEMBERS AND PERCENTAGE INTERESTS PROVISIONAL MEMBER PROVISIONAL REPRESENTATIVE ACKNOWLEDGEMENT [MLP] By: END OF SCHEDULE A-2 SCHEDULE B SCHEDULE OF CAPITAL CONTRIBUTIONS SCHEDULED DATE OF CAPTIAL CONTRIBUTION AGGREGATE CAPITAL CONTRIBUTION Effective Date [Date of Second Capital Contribution] [Date of Third Capital Contribution] [Date of Fourth Capital Contribution] END OF SCHEDULE B SCHEDULE C REPRESENTATIVES Representative of: [MLP] Name of Representative as of the Effective Date: (see Note 1) Note 1: The information in the right hand column of the table above is not intended to imply that the persons listed therein must continue to serve or be allowed to serve as representatives for any particular period of time. The persons listed therein shall be entitled to resign and can be replaced as described in the Agreement.
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Entire Understanding and Agreement. This Agreement represents the entire understanding and agreement among the Members and supersedes and replaces all prior oral and written agreements among the Members including without limitation the WiredWest Cooperative Agreement dated August 13, 2011, all of which have no further force or effect. EXECUTED under seal to be effective as of the Effective Date. WIREDWEST MUNICIPAL LIGHT PLANT COOPERATIVE LLC By: [MEMBERS] By: Name: Title: SCHEDULE A SCHEDULE OF MEMBERS AND PERCENTAGE INTERESTS MEMBER PERCENTAGE INTERESTS END OF SCHEDULE A SCHEDULE B SCHEDULE OF CAPITAL CONTRIBUTIONS SCHEDULED DATE OF CAPTIAL CONTRIBUTION AGGREGATE CAPITAL CONTRIBUTION Effective Date [Date of Second Capital Contribution] [Date of Third Capital Contribution] [Date of Fourth Capital Contribution] END OF SCHEDULE B SCHEDULE C DIRECTORS Director Nominated by: Name of Directors as of the Effective Date: (see Note 1) Note 1: The information in the right hand column of the table above is not intended to imply that the persons listed therein must continue to serve or be allowed to serve as directors for any particular period of time. The persons listed therein shall be entitled to resign and can be replaced as described in the Agreement.
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Related to Entire Understanding and Agreement

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Entire Agreement and Waiver This Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior and contemporaneous agreements, arrangements, negotiations, and understandings between the parties hereto relating to the subject matter hereof. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement. No representations, warranties, covenants, or conditions, express or implied, whether by statute or otherwise, other than as set forth herein have been made by any party hereto. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar, nor shall any such waiver constitute a continuing waiver, and no waiver shall be binding unless executed by the party making such waiver.

  • Entire Agreement; Waiver (a) This Agreement constitutes the entire agreement between the Managing General Partner and you, and shall not be amended or modified in any way except by subsequent agreement executed in writing. Neither party to this Agreement shall be liable or bound to the other by any agreement except as specifically set forth in this Agreement.

  • Entire Agreement; Governing Law The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

  • 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; NO WAIVER This Agreement and the instruments referenced herein contain the entire understanding of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Investor 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 party to be charged with enforcement.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • 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.

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