Common use of Complete Agreement Clause in Contracts

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to hereinany certificates, for the purposes referred to herein) embody documents, instruments and writings that are delivered pursuant hereto, represent the complete and entire agreement and understanding between among the parties with respect hereto as to the subject matter hereofall matters covered hereby, and supersede supersedes any and all prior promises, assurances, commitments, agreements, undertakings agreements or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to understandings among the subject matter hereof in any wayparties.

Complete Agreement. This Agreement (together with those and the agreements and documents expressly referred to hereinherein (including, for the purposes referred to hereinwithout limitation, each Related Agreement) embody the complete and entire agreement and understanding between among the parties with respect and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody embodies the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between among the parties with respect and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof of this Agreement in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, but only for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the agreements and documents expressly referred to herein, for herein contain the purposes referred to herein) embody the complete and entire agreement and understanding between among the parties with respect to the subject matter hereof, hereof and supersede any and all prior promises, assurances, commitments, agreements, undertakings agreements and understandings whether written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate relating to the such subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the agreements referenced herein and documents expressly referred to hereintherein, for the purposes referred to herein) embody contain the complete and entire agreement and understanding between the parties with respect to the subject matter hereofhereof and thereof, and supersede any and all prior promisesunderstandings, assurancesagreements or representations by or between the parties, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof or thereof in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.. 2018 Accelerated Award Agreement

Complete Agreement. This Agreement (together with all Award Addenda, if any, and those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to herein, for herein constitute the purposes referred to herein) embody the complete and entire agreement among the parties and understanding supersede any prior correspondence or documents evidencing negotiations between the parties with respect parties, whether written or oral, and any and all understandings, agreements or representations by or among the parties, whether written or oral, that may have related in any way to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any wayof this Agreement.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.. 2017 Accelerated Award Agreement

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules or other documents referred to herein) embody herein or therein), constitutes the complete and entire agreement and understanding between among the parties with respect to and supersedes and preempts any prior understandings, agreements or representations by or among the subject matter hereofparties, and supersede any and all prior promises, assurances, commitments, agreements, undertakings written or representationsoral, whether oralin term sheets, written, electronic presentations or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way, including, without limitation, the Prior Agreement.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between among the parties with respect and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof of this Agreement in any way.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (and any exhibits, for the purposes schedules or other documents referred to hereinherein or therein) embody constitutes the complete and entire agreement and understanding between among the parties with respect and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, whether in term sheets, presentations or otherwise, relating to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and any agreements and documents expressly specifically referred to herein, for the purposes referred to herein) embody the herein contain a complete and entire agreement and understanding statement of all arrangements between the parties with respect to the subject matter hereof, hereof and supersede any and all prior promises, assurances, commitments, previous agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate relating to the subject matter hereof in any wayhereof.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody embodies the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede supersedes any and all prior promises, assurances, commitments, agreements, undertakings undertakings, or representations, whether oral, written, electronic electronic, or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those agreements and the other agreements, instruments, and documents expressly referred to herein, for contemplated hereby or executed in connection herewith (including the purposes referred to hereinConfidentiality Agreement) embody contain the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, hereto and supersede any and all prior promisesunderstandings, assurancesagreements or representations by or between the parties hereto, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those Agreement, and all the documents and agreements and documents expressly described or referred to herein, for including the purposes referred to herein) embody Exhibits hereto, constitute the full and complete and entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersede supersedes and controls in its entirety over any and all prior promisesagreements (including the Amended Agreement), assurancesunderstandings, commitments, agreements, undertakings representations and statements whether written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to oral by each of the subject matter hereof in any wayparties hereto.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (and any exhibits, for the purposes schedules or other documents referred to hereinherein or therein) embody constitutes the complete and entire agreement and understanding between among the parties with respect to and supersedes and preempts any prior understandings, agreements or representations by or among the subject matter hereofparties, and supersede any and all prior promises, assurances, commitments, agreements, undertakings written or representationsoral, whether oralin term sheets, written, electronic presentations or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the agreements and documents expressly referred to herein, for herein contain the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, hereof and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representationsagreements and understandings, whether written or oral, written, electronic or otherwise, and whether express or implied, which may relate relating to the such subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the other agreements and documents expressly referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between of the parties with respect to the subject matter hereof, and supersede any and all prior promisesunderstandings, assurances, commitments, agreements, undertakings agreements or representations, whether written or oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any wayand thereof.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules or other documents referred to hereinherein or therein) embody constitutes the complete and entire agreement and understanding between among the parties with respect to and supersedes and preempts any prior understandings, agreements or representations by or among the subject matter hereofparties, and supersede any and all prior promises, assurances, commitments, agreements, undertakings written or representationsoral, whether oralterm sheets, written, electronic presentations or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way, including, without limitation, the Prior Agreement.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between among the parties with respect to the subject matter hereof, and supersede and preempt any and all prior promisesunderstandings, assurancesagreements or representations by or among the parties, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the other agreements and documents expressly instruments referred to herein, for the purposes referred to herein) embody herein contain the complete and entire agreement and understanding between the parties hereto with respect to the subject matter hereof, hereof and thereof and supersede any prior understandings, agreements and all prior promises, assurances, commitments, agreements, undertakings representations by or representations, between the parties hereto (whether written or oral, written, electronic or otherwise, and whether express or implied, ) which may relate have related to the subject matter hereof or thereof in any way.

Complete Agreement. This Agreement (together with those and the other agreements and documents expressly instruments referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between among the parties with respect to the subject matter hereof, matters addressed herein and supersede and preempt the Original Agreement Regarding Guarantee and any and all prior promisesunderstandings, assurancesagreements or representations by or among the parties, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules or other documents referred to herein) embody herein or therein), constitutes the complete and entire agreement and understanding between among the parties with respect to the subject matter hereofand supersedes and preempts any prior understandings, and supersede any and all prior promises, assurances, commitments, agreements, undertakings agreements or representations, whether by or among the parties, written or oral, writtenwhether in term sheets, electronic presentations or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way, including without limitation, the Prior Agreement.

Complete Agreement. This Agreement (together with the Plan and those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules or other documents referred to hereinherein or therein) embody constitutes the complete and entire agreement and understanding between among the parties with respect to and supersedes and preempts any prior understandings, agreements or representations by or among the subject matter hereofparties, and supersede any and all prior promises, assurances, commitments, agreements, undertakings written or representationsoral, whether oralin term sheets, written, electronic presentations or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way, including, without limitation, the Prior Agreement.

Complete Agreement. (a) This Agreement (together with those agreements including the Exhibits, the schedules and the other documents expressly and instruments referred to herein, for including the purposes referred to hereinPlan Support Agreement) embody constitutes the complete and entire agreement and understanding between of the parties hereto and supersedes all prior agreements, arrangements or understandings, whether written or oral, among the parties hereto with respect to the subject matter hereofof this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed between the Company and supersede any other party hereto will continue in full force and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any wayeffect.

Complete Agreement. This Agreement (together with the Employment Agreement and those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and all related agreements and documents expressly referred to herein, for herein constitute the purposes referred to herein) embody the complete and entire agreement and understanding between supersede conflicting provisions set forth in all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any waymatter.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein or therein executed and delivered on or after the date hereof, for the purposes referred to herein) embody contain the complete and entire agreement and understanding between among the parties with respect to the subject matter hereof, hereto and supersede any and all prior promisesunderstandings, assurancesagreements or representations by or between such parties, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those Agreement, and all the documents and agreements and documents expressly described or referred to herein, for including the purposes referred to herein) embody exhibits and schedules attached hereto, constitute the full and complete and entire agreement and understanding between the parties Parties with respect to the subject matter hereof, and supersede supersedes and controls in its entirety over any and all prior promises, assurances, commitments, agreements, undertakings understandings, representations and statements whether written or representationsoral by each of the Parties, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to other than the subject matter hereof in any wayReleases.

Complete Agreement. This Agreement (together with those and the other agreements and documents expressly referred to herein, for constitute the purposes referred to herein) embody the complete and entire agreement and understanding between the parties hereto and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This The Agreement (together with and those agreements and documents expressly referred to herein, for herein constitute the purposes referred to herein) embody the complete and entire agreement among the parties and understanding supersede any prior correspondence or documents evidencing negotiations between the parties with respect parties, whether written or oral, and any and all understandings, agreements or representations by or among the parties, whether written or oral, that may have related in any way to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to of the subject matter hereof in any wayAgreement.

Complete Agreement. This Agreement (Agreement, together with those agreements and documents expressly referred to hereinany Exhibit(s) attached hereto, for constitutes the purposes referred to herein) embody the complete and entire agreement and understanding between the parties Parties hereto with respect to the subject matter hereof, and supersede any and supersedes all prior promises, assurances, commitments, oral or written agreements, undertakings commitments or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to understandings between the subject matter hereof in any wayParties hereto.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules, or other documents referred to herein) embody herein or therein), constitutes the complete and entire agreement and understanding between among the parties with respect to the subject matter hereofand supersedes and preempts any prior understandings, and supersede any and all prior promises, assurances, commitments, agreements, undertakings agreements or representations, whether oralin term sheets, written, electronic presentations or otherwise, and whether express by or impliedamong the parties, written or oral, which may relate have related to the subject matter hereof in any way, including, without limitation, the Prior Agreement.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody constitutes the complete and entire ------------------ agreement and understanding between among the parties with respect to the subject matter hereof, hereof and thereof and supersede any and all prior promises, assurancesagreements, commitments, agreements, undertakings understandings or representations, whether oral, inducements (oral or written, electronic or otherwise, and whether express expressed or implied) relating to a financing of substantially similar form, which may relate to the subject matter hereof in any waypurpose or effect.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody embodies the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede supersedes any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.. ACTIVE/103121846.3

Complete Agreement. This Agreement (together with those and the other agreements and documents expressly instruments referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between among the parties with respect to the subject matter hereof, matters addressed herein and supersede and preempt the Second Amended and Restated Agreement Regarding Guarantee and any and all prior promisesunderstandings, assurancesagreements or representations by or among the parties, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody embodies the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede supersedes any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with the Employment Agreement, Amendment Agreement and those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those Agreement, and all the documents and agreements and documents expressly described or referred to herein, for including the purposes referred to herein) embody exhibits and schedules attached hereto, constitute the full and complete and entire agreement and understanding between the parties Parties with respect to the subject matter hereof, and supersede supersedes and controls in its entirety over any and all prior promises, assurances, commitments, agreements, undertakings understandings, representations and statements whether written or representationsoral by each of the Parties, whether oral, written, electronic or otherwise, including the Memorandum of Key Terms and whether express or implied, which may relate to the subject matter hereof in any wayTemporary Construction Easement.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.. ACTIVE/121854353.6

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules or other documents referred to hereinherein or therein) embody constitutes the complete and entire agreement and understanding between among the parties with respect to and supersedes and preempts any prior understandings, agreements or representations by or among the subject matter hereofparties, and supersede any and all prior promises, assurances, commitments, agreements, undertakings written or representationsoral, whether oralin term sheets, written, electronic presentations or otherwise, and whether express or implied, which may relate have related to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete Exhibit 10.13 and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to herein, for the purposes referred to herein) herein embody the complete and entire agreement and understanding between among the parties Parties with reference to the matters contained herein. This Agreement supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, with respect to the subject matter hereof, including any prior term sheet, offer letter, employment agreement, compensation plan, or other document containing terms and supersede any conditions of employment between Executive and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any wayCompany.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way. 12.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to herein, for herein constitute the purposes referred to herein) embody the complete and entire agreement and understanding between among the parties with respect and supersede any prior understandings and agreements by or among the parties, whether written or oral, related in any way to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any wayof this Agreement.

Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, ACTIVE/103123317.3 undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.. ACTIVE/103123317.3 Exhibit 10.1

Complete Agreement. This Agreement (together with the Plan and those other agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the agreements and documents expressly referred to herein, for the purposes referred to herein) embody herein contain the complete and entire agreement and understanding between among the parties with respect to the subject matter hereof, hereto and supersede any and all prior promisesunderstandings, assurancesagreements or representations by or among the parties, commitments, agreements, undertakings written or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with those and the other agreements and documents expressly referred to herein, for herein contain the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, hereof and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representationsagreements and understandings, whether written or oral, written, electronic or otherwise, and whether express or implied, which may relate relating to the such subject matter hereof in any way.

Complete Agreement. This Agreement (Agreement, together with those any other agreements and documents expressly referred to hereinherein (other than the Prior Agreement) (and any exhibits, for the purposes schedules or other documents referred to herein) embody herein or therein), constitutes the complete and entire agreement and understanding between among the parties with respect to the subject matter hereofand supersedes and preempts any prior understandings, and supersede any and all prior promises, assurances, commitments, agreements, undertakings agreements or representations, whether oralin term sheets, written, electronic presentations or otherwise, and whether express by or impliedamong the parties, written or oral, which may relate have related to the subject matter hereof in any way, including, without limitation, the Prior Agreement.

Complete Agreement. This Agreement (together with those any other agreements and documents expressly referred to herein, for the purposes referred to herein) embody constitutes the complete and entire agreement and understanding between supersedes all other agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

Complete Agreement. This Agreement (together with and those agreements and documents expressly referred to hereinherein or therein (including, for but not limited to, the purposes referred to hereinschedules, annexes and exhibits (in their executed form) embody attached hereto) constitute the complete and entire agreement among the Parties and understanding supersede any prior correspondence or documents evidencing negotiations between the parties with respect Parties, whether written or oral, and any and all understandings, agreements or representations by or among the Parties, whether written or oral, that may have related in any way to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any wayof this Agreement.

Complete Agreement. This Agreement (together with those and the agreements and documents expressly referred to herein, for herein constitute the purposes referred to herein) embody the complete and entire agreement and understanding between among the parties with respect to the subject matter hereofhereof and thereof, and supersede any and supersedes all prior promisesagreements or arrangements (written and oral), assurancesincluding any prior representation, commitmentsstatement, agreements, undertakings condition or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate warranty between the parties relating to the subject matter hereof in any wayand thereof.

Complete Agreement. This Agreement (together with those and the agreements and documents expressly referred to herein, for herein contain the purposes referred to herein) embody the complete and entire agreement and understanding between the parties Parties with respect to the subject matter hereof, hereof and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representationsagreements and understandings, whether written or oral, written, electronic or otherwise, and whether express or implied, which may relate relating to the such subject matter hereof in any way.

Complete Agreement. This Agreement (together with those Agreement, and all the terms and provisions contained herein, and the other agreements and documents expressly referred to herein, for constitutes the purposes referred to herein) embody the full and complete and entire agreement and understanding between the parties hereto with respect to the subject matter hereof, hereof and supersede supersedes and controls over any and all prior promises, assurances, commitments, agreements, undertakings or understandings, representations, correspondence and statements whether written or oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.