Example ContractsClausesFull Understanding
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Complete Understanding. This Agreement (including Exhibits) constitutes the complete understanding between the parties with respect to the employment of by the Company and supersedes all prior agreements and understandings (subject to [Section 1] above), both written and oral, between the parties with respect to the subject matter of this Agreement.

Entire Understanding. This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained in this Agreement, and, except as otherwise provided herein, can be modified only by a writing signed by both parties.

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Entire Understanding. This Certificate and the Plan embody the entire understanding and agreement of the Company and You in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, shall bind the Company or You.

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This Deed contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications between the parties.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and any written statement furnished by Borrowers to Agent or any Lender (copies of which have been previously delivered), do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading, in light of the circumstances under which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made, it being recognized by Agent and Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period covered by such financial information may differ from the projected results as set forth therein by a material amount.

Neither this Agreement (including all Schedules and exhibits hereto) nor any of the Transactional Agreements contemplated to be executed and delivered by Cosmos in connection with this Agreement contains any untrue statement of material fact; and none of such documents omits to state any material fact necessary to make any of the representations, warranties or other statements or information contained therein not misleading.

Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank by Borrower in connection with the Loan Documents or the transactions contemplated thereby, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and signed written statements given to Bank by Borrower, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading in light of the circumstances under which they were made (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ materially from the projected or forecasted results).

Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set‑off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in [Section 7872(f)(2)(A)] of the Internal Revenue Code of 1986, as amended (the "Code").

Full Release. In consideration of the payments set forth above, and to the extent consistent with law, the Employee, on behalf of himself, his spouse, heirs, estate, executors, administrators, successors, and assigns, and the Company, DO FULLY RELEASE AND DISCHARGE and agree not to sue the other Party, and hereby release any and all claims, causes of action, judgments, obligations, damages, or liabilities of whatsoever kind and character, including, but not limited to, all claims arising out of or relating to Employee’s employment with Company, or to any acts or events involving Employee and Company as of the signing of this Agreement, WHETHER CURRENTLY KNOWN OR SUSPECTED, OR UNKNOWN OR UNSUSPECTED. The Parties represent and warrant that they have not assigned any such claims or authorized any other person or entity to assert any such claims on the respective Party’s behalf. While the Parties are not waiving any rights or claims which may arise after the execution of this Agreement, the Parties do agree that under this Agreement the Parties waive any and all claims for damages incurred at any time after the date of this Agreement because of alleged continuing effects of any alleged acts or omissions involving the Parties which may have occurred prior to the execution of this Agreement, and any right to sue the other Party for monetary or injunctive relief against the alleged continuing effects of any alleged past acts or omissions occurring before the execution of this Agreement. Parties agree and acknowledge that the payments and other consideration made pursuant to this Agreement constitute valid consideration for their release of any and all claims, and that the payments made and other negotiated consideration given exceed any payments, benefits or unfulfilled obligations to which Parties may otherwise be entitled to receive from the other Party.

Understanding and Amendment. You acknowledge and agree that you understand all of the obligations to which you have agreed herein, that all such obligations are reasonable for the protection of the Company's and 's legitimate business interests, and that you have had the opportunity to consult with your own legal counsel prior to signing this Agreement. You acknowledge and agree that there are no verbal or oral understandings that modify the terms of this Agreement. This Agreement may not be modified, changed, or discharged in whole or in part, except by an agreement in writing signed by you and the Company.

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