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No Prior Agreements
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Effect of Prior Project Agreements. As of the Effective Date, all ongoing work performed by Service Provider in connection with the Project, regardless of whether such work was previously governed by the EPC Agreement or the Interim Agreement, shall be exclusively governed by this Agreement. Nothing in this Agreement shall constitute an amendment to, modification of or novation of the EPC Agreement. This Agreement is an independent agreement between Service Provider and Owners. Nothing in this Agreement shall constitute a waiver of any Party’s claims or right to make a claim or any Party’s defenses under the EPC Agreement or otherwise.

Entire Understanding; Supersedes Prior Agreements. This Agreement contains the entire understanding of the parties hereto as of the time on the Effective Date that the Agreement is signed by both parties relating to the subject matter contained in this Agreement, and can be changed only by a writing signed by both parties. This Agreement supersedes all prior agreements relating to your employment by [[Organization A:Organization]] or any of [[Organization A:Organization]]’s affiliated companies relating to the subject matter herein, including, without limitation, your prior employment agreement with [[Organization A:Organization]] dated as of June 7, 2013 and subsequently amended as of February 6, 2015 (the “Prior Agreement”); provided, however, that no provision in this Agreement shall be construed to adversely affect any of your rights accrued under the Prior Agreement.

NO ORAL AGREEMENTS. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENT AMONG AGENT, LENDERS AND BORROWERS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG AGENT, LENDERS AND BORROWERS.

No Inconsistent Agreements. Neither [[Organization B:Organization]] nor any of its Subsidiaries has entered, as of the date hereof, nor shall [[Organization B:Organization]] or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on [Schedule 6(i)], neither [[Organization B:Organization]] nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

No Inconsistent Agreements. The Stockholder hereby covenants and agrees that the Stockholder shall not, at any time prior to the Termination Date, # enter into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, # grant a proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, or # enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.

No Other Agreements. The Securities Intermediary hereby confirms and agrees that:

No Conflicting Agreements. [[Organization A:Organization]] is not, as of the date hereof, a party to, nor shall it, on or after the date of the Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Sellers in the Agreement including this Exhibit A. [[Organization A:Organization]] represents and warrants that the rights granted to the Sellers hereunder do not in any way conflict with the rights granted to the holders of [[Organization A:Organization]]’s securities under any other agreements.

No Conflicting Agreements. You hereby represent and warrant that you have no commitments or obligations inconsistent with this Agreement and you will indemnify and hold the Company harmless against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty.

Other than as set forth in this Agreement, each Party hereby represents and warrants to the other that she/he/it has not sold, assigned, conveyed, pledged, encumbered, or otherwise in any way transferred to any person or entity any interest in the rights, claims, or causes of action he/it is releasing in this Agreement.

No Prior Rights of Offer. Nothing in the Plan shall be deemed to give any officer or employee of the Corporation or his or its legal representatives or assigns or any other person or entity claiming under or through any Participant any contractual or other right to participate in the benefits of the Plan.

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