The "Supersedes Prior Agreements" clause states that the current contract invalidates and replaces all previous agreements, understandings, or communications between the parties related to the subject matter. Its purpose is to ensure that the terms in the existing contract are the authoritative and exclusive terms governing the relationship, preventing conflicts with prior arrangements.
Supersedes Prior Agreements This Amended Letter of Intent shall supersede and replace all prior agreements, letter of intents, and understandings, oral or written, between the Parties regarding the transactions covered hereby.
(e) Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements, promises and understandings, oral or written, between the Company and the Grantee regarding the Shares granted hereunder.
7.7 Supersedes Prior Agreements. This Agreement and all the terms hereof supersede all prior employment agreements executed by Employee but shall be interpreted consistent with the Employee Manual and other policies and procedures of the Company. This Agreement will be interpreted independently of any and all agreements executed by Employee pertaining to equity awards. Nothing in this Agreement shall be deemed to modify or supersede the Confidentiality Agreement or the Severance Agreement.
Supersedes Prior Agreements. With respect to the period covered by the Term, this Agreement supersedes and cancels all prior agreements relating to your employment by Volcon Inc. or any of its affiliated companies.
(g)Supersedes Prior Agreements. This Agreement, together with the Plan, shall supersede and replace any and all prior agreements and understandings, oral or written, between the Company and the Participant regarding the grant of the Options covered hereby. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.
(k) Entire Agreement; Supersedes Prior Agreements. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. For the avoidance of doubt, the terms of this Agreement supersede all prior restrictions with respect to securities currently held by the Holder, including, but not limited to, any restrictions on transfer set forth in (i) the Business Combination Agreement; (ii) the Letter Agreement, dated October 19, 2021, by and among the SPAC, the Sponsor and the officers and directors of the SPAC; (iii) the Placement Unit Subscription Agreement, dated October 19, 2021, by and between the SPAC and the Sponsor; (iv) the Placement Unit Subscription Agreement, dated October 19, 2021, by and among the SPAC and Cantor Fitzgerald & Co.; and (v) the Placement Unit Subscription Agreement, dated October 19, 2021, by and among the SPAC and J.V.B. Financial Group, LLC. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of any party hereto under any other agreement or any certificate or instrument delivered in connection with the Business Combination Agreement, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies or any of the obligations of Holder under this Agreement.
This Agreement sets forth the entire understanding and supersedes prior agreements between the Parties relating to the subject matter contained herein and merges all prior discussions between them, and neither Party is bound by any definition, condition, representation, warranty, covenant, or provision other than as expressly stated in this Agreement or as subsequently set forth in writing and executed by a duly authorized officer of each Party.
(g) Supersedes Prior Agreements. Other than the Employment Agreement, this Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Grantee regarding the grant of the RSUs covered hereby.
5.8 Integration. I agree and acknowledge that this Agreement supersedes prior agreements between me and the Company with respect to the subject matter addressed in this Agreement. Notwithstanding the foregoing, in the event that this Agreement is found to be unenforceable by a court of law, then any prior agreement between the parties protecting the Company’s legitimate business interests (a “Prior Agreement”) may resume effect at the election of the Company; provided, however, that (a) the Company must make such election within ten (10) business days of such ruling of unenforceability becoming final, and (b) no post-employment conduct by me shall be deemed to have been in violation of a post-employment restriction in the Prior Agreement prior to the Company electing to resume the Prior Agreement and communicating such election to me in writing.
Section 8.15.Supersedes Prior Agreements; Counterparts. This Agreement and the instruments referred to herein supersede and incorporate all representations, promises and statements, oral or written, made by each party hereto in connection with the Loan. This Agreement is for the sole benefit of Borrower and Lender (and their permitted successors and assigns, and there shall be no third party beneficiaries of this Agreement. This Agreement may not be varied, altered or amended except by a written instrument executed by an authorized officer of Lender and Borrower. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.
7.5 Amendment and Waiver; Entire Agreement. This Agreement may be amended, supplemented, or otherwise modified only by means of a written instrument signed by all parties. Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar. This Agreement constitutes the entire agreement among the parties with respect to its subject matter and supersedes prior agreements or understandings between the parties relating to its subject matter.
18. Agreement Supersedes Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Republic and the Underwriters, or any of them, with respect to the subject matter hereof.
14.I I. Supersedes Prior Agreements; Counterparts. This Agreement and the instruments refen-ed to herein supersede at1d incorporate all representations, promises, and statements, oral or writlen, made by Lender in connection with the Term Loan. This Agreement may not be varied, altered, or amended except by a written instrument executed by mr authorized officer of the Lender fill({ the RD. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the saine inslnm1ent.
15. Entire Understanding; Supersedes Prior Agreements. This Agreement, together with that certain letter agreement regarding the CBS Corporation Senior Executive Retention Plan (the terms of which are incorporated by reference into this Agreement) dated January 22, 2019, by and between the Company and you (the “CBS Retention Plan Letter”) contain the entire understanding of the parties hereto as of the 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. Upon the effectiveness of the Term, this Agreement supersedes and cancels all prior agreements (other than the CBS Retention Plan Letter) relating to your employment by the Company or any of the Company’s affiliated companies relating to the subject matter herein, including, without limitation, your employment agreement with the Company dated as of October 18, 2018 (the “Prior Employment Agreement”); provided, however, that no provision in this Agreement shall be construed to adversely affect any of your rights to compensation, expense reimbursement or benefits (including equity compensation) payable in accordance with the terms of the Prior Employment Agreement (and applicable equity award agreements) or any of your rights to indemnification with respect to your service under the Prior Employment Agreement, all of which are expressly agreed to survive the execution of this Agreement. For the avoidance of doubt, the CBS Retention Plan Letter shall survive the execution of this Agreement and remain enforceable in accordance with its terms. If the transactions contemplated in the Merger Agreement are not consummated (i.e., the Closing does not occur), this Agreement shall be void ab initio, except for the provisions of this sentence of paragraph 15, paragraph 20, paragraph 21 and paragraph 22, which shall continue in full force and effect.
17. Supersedes Prior Agreements. The Transaction Documents supersede all prior agreements and understandings (whether written or oral) among the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
Section 17. Entire Agreement. Supersedes Prior Agreements. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
“Supersedes prior agreements” is a legal term used in contracts to indicate that the current agreement replaces and nullifies any previous agreements that may have existed between the parties on the same subject matter. This clause ensures clarity and unity in the contractual obligations of all parties involved by making the current document the authoritative source governing the relationship.
You should use a “Supersedes Prior Agreements” clause when drafting a new contract that intends to override existing agreements between the same parties on related topics. This is particularly important when:
When drafting a “Supersedes Prior Agreements” clause, clarity and conciseness are key. You should specify that the new agreement takes precedence over any former agreements regarding the same subject. An example clause might read:
“This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.”
Contracts that commonly include a “Supersedes Prior Agreements” clause are those where clarity and finality over previously established terms are crucial. Typical contracts include:
Including this clause is essential in these contracts to ensure that the parties are bound by the most recent agreement, avoiding legal disputes over previous terms.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A superseding agreement clause is a contractual provision that nullifies and replaces all prior agreements, understandings, or negotiations related to the subject matter of the contract. It ensures that the current contract is the complete and exclusive agreement between the parties, overriding any conflicting terms from previous documents.
The survivability clause ensures that certain provisions of a contract will remain in effect even after the agreement has expired or been terminated. It typically applies to obligations that are intended to extend beyond the duration of the contract, such as confidentiality, indemnity, or dispute resolution terms.
A tax disclaimer clause states that the parties to the contract are responsible for their respective tax obligations and clarifies that the company providing a service or product will not be held liable for any tax-related issues or penalties incurred by the other party. This clause ensures that each party independently handles their tax liabilities in compliance with relevant laws.
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