Supersedes prior agreements clause samples

(f) Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Optionee regarding the grant of the Options covered hereby.

(l) Supersedes Prior Agreements. This Award shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Participant regarding the grant of the Restricted Stock covered by this Award.

29.Supersedes Prior Agreements. Other than the ERP, with respect to the period covered by the Contract Period, this Agreement supersedes all prior agreements relating to your employment with the Company.

15. Entire Understanding; Supersedes Prior Agreements. This letter agreement, together with the Agreement and any equity award agreements pursuant to which you hold outstanding CBS equity awards or rights to receive deferred equity compensation, contains the entire understanding of the parties hereto as of the time that this letter agreement is signed by both parties relating to the subject matter contained herein, and can be changed only by a writing signed by both parties. Except as otherwise expressly provided herein, the Agreement and your equity award agreements pursuant to which you hold outstanding CBS equity awards or rights to receive deferred equity compensation shall continue in full force and effect in accordance with their terms.

15. Entire Understanding; Supersedes Prior Agreements. This Agreement and the Merger RSU Award Agreement dated August13, 2019 (the “Merger RSU Agreement”) contain 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 the Merger RSU Agreement, and can be changed only by a writing signed by both parties. This Agreement supersedes and cancels all prior agreements (other than the Merger RSU Agreement) relating to your employment by the Company relating to the subject matter herein, including, without limitation, your prior employment agreements with the Company dated as of June4, 2013 and July1, 2017, as amended by letter agreements dated September9, 2018, April23, 2019 and August13, 2019 (the “Prior Agreements”); 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 or rights to receive deferred equity compensation) payable in accordance with the terms of the Prior Agreements (and applicable equity award agreements) or any of your rights to indemnification with respect to your service under the Prior Agreements, all of which are expressly agreed to survive the execution of this Agreement.

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 January22, 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 October18, 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.

(h) 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 Restricted Shares covered hereby.

(i)Supersedes Prior Agreements.This Agreement shall supersede and replace all prior agreements, promises, and understandings, oral or written, between the Company and the Optionee regarding the grant of the Option covered hereby.

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, the employment agreement between the Company and Indemnity and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 12. Supersedes Prior Agreements. Except as otherwise provided in this Agreement, this Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersedes any prior agreement between or among the parties concerning the matters governed hereby.

19. 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.