Absence of Certain Claims. (a) You agree that as of the date you sign this Agreement: (i) if You requested a leave of absence, the Company has made available to You information about the Family and Medical Leave Act (“FMLA”) and other leave rights and You were not improperly denied any request for leave under the FMLA or other leave law; (ii) if You took leave under the FMLA or other leave law, the Company provided You with the full range of benefits to which You were entitled and did not subject You to any retaliation as a result of taking such leave; (iii) the Company paid You all wages, including overtime, commissions, bonuses, incentives, vacation and other time off benefits, and any other form of compensation or remuneration of any kind, and You have properly reported all hours that You have worked, if required to do so; and (iv) the Company gave You appropriate notice of Your separation from employment under the Worker Adjustment Retraining and Notification Act or similar state or local law, if applicable.
(b) As of the date You sign this Agreement you agree and warrant that: (i) You have advised the Company of all facts of which You are aware that You believe may constitute a violation of the Company’s general polices, compliance policies, legal obligations, or the law; (ii) the Company has resolved those issues to your satisfaction; (iii) you are not aware of any current violations of the Company’s general policies, compliance policies, legal obligations, or the law; and (iv) you have not suffered any adverse action as a result of your conduct in this regard.
Absence of Certain Claims. I acknowledge that as of the date I sign this Agreement, I have not filed or otherwise pursued any charges, complaints or claims of any nature against the Company or any Released Party with any local, state or federal government agency or court on or prior to the date of signing this Agreement, which have not been dismissed, closed, withdrawn or otherwise terminated, unless otherwise permitted by law. I further acknowledge that the Company has fully satisfied all its obligations to me as a matter of law and pursuant to Company policy and I have no additional claims against the Company.
Absence of Certain Claims a. I acknowledge that as of the date I sign this Agreement, I have not filed or otherwise pursued any charges, complaints or claims of any nature against the Company or any Released Party with any local, state or federal government agency or court on or prior to the date of signing this Agreement, which have not been dismissed, closed, withdrawn or otherwise terminated, unless otherwise permitted by law. I further acknowledge that I have no claims against the Company.
b. I acknowledge and agree that, except for benefits under any Company plans that have vested or will vest according to the terms of those plans, the Company shall have no obligation to provide me with any payments, benefits or consideration other than as described herein. Without limitation, I acknowledge: (i) the Company made available to me information about my FMLA and other leave rights and I was not improperly denied any request for FMLA or other leave; (ii) to the extent I took FMLA or other leave, I received the full range of benefits offered by the leave (e.g., benefits continuation coverage and restoration to the same or an equivalent position for FMLA leave) and did not suffer any form of retaliation as a result of taking the leave; (iii) except for amounts due in connection with this Agreement, I have been paid for all wages (including overtime), commissions, bonuses, incentives, vacation and other time-off benefits and any other forms of compensation; (iv) to the extent I requested a reasonable accommodation as defined by applicable law, the Company appropriately responded to my request; and (v) if applicable, I received appropriate notice of my separation from employment. I agree and acknowledge that the preceding information is factually accurate as to me and may be used as a sworn statement of fact in any proceeding between me and the Company.
c. I acknowledge that as an employee of the Company it has been my obligation to advise the Company completely and candidly of all facts of which I am aware that constitute or might constitute violations of the Company’s ethical standards or legal or regulatory obligations. I represent and warrant that I am not aware of any such facts or that I have previously advised the Company about any such facts. I further agree that I will advise the Company in the future of all such facts that come to my attention.
Absence of Certain Claims. Except as disclosed on Schedule 3.17: (i) no action, suit, charge, complaint, proceeding, hearing, investigation or claim is pending with regard to any plan other than routine uncontested claims for benefits; (ii) the consummation of the transactions contemplated by this Agreement will not cause any plan to increase benefits payable to any participant or beneficiary; (iii) the consummation of the transactions contemplated by this Agreement will not: (A) entitle any current or former employee of PCH to severance pay, unemployment compensation or any other payment, benefit or award or (B) accelerate or modify the time of payment or vesting or increase the amount of any benefit, award or compensation due any such employee; (iv) no plan is currently under examination or audit by the Department of Labor, the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Securities and Exchange Commission; (v) PCH has no actual or potential liability arising under Title IV of ERISA as a result of any plan that has terminated or is in the process of terminating; (vi) PCH has no actual or potential liability under section 4201 et. seq. of ERISA for either a complete withdrawal or a partial withdrawal from a multiemployer plan; and (vii) with respect to the plans, PCH has no liability (either directly or as a result of indemnification) for (and the transaction contemplated by this Agreement will not cause any liability for): (A) any excise taxes under section 4971 through section 4980B, section 4999, section 5000 or any other section of the Code, (B) any penalty under section 502(i), section 502(l), Part 6 of Title I or any other provision of ERISA or (C) any excise taxes, penalties, damages or equitable relief as a result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable law.
Absence of Certain Claims. No Recent Acquisition Agreement has been amended or modified since the respective Effective Date; there are no pending or unresolved Claims, or to the Knowledge of the Company, any threatened Claims or existing breaches by any party under any Recent Acquisition Agreement; and there are no purchase price adjustments, earn-outs or other contingent payments under any of the Recent Acquisition Agreements that have not been settled in full.
Absence of Certain Claims a. I acknowledge that as of the date I sign this Agreement, I have not filed or otherwise pursued any charges, complaints or claims of any nature against the Company or any Released Party with any local, state or federal government agency or court on or prior to the date of signing this Agreement, which have not been dismissed, closed, withdrawn or otherwise terminated, unless otherwise permitted by law. I further acknowledge that the Company has fully satisfied all its obligations to me as a matter of law and pursuant to Company policy and I have no additional claims against the Company.
b. I acknowledge and agree that, except for benefits under any Company plans that have vested or will vest according to the terms of those plans, the Company shall have no obligation to provide me with any payments, benefits or consideration other than as described herein.
c. I acknowledge that as an employee of the Company it has been my obligation to advise the Company completely and candidly of all facts of which I am aware that constitute or might constitute violations of the Company’s ethical standards or legal or regulatory obligations. I represent and warrant that I am not aware of any such facts or that I have previously advised the Company about any such facts. I further agree that I will advise the Company in the future of all such facts that come to my attention.
Absence of Certain Claims. (i) No Company Member Interest Holder has any claim against the Company or any Company Subsidiary (and none of the Company or any Company Subsidiary has any liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) to any such Company Member Interest Holder) other than with respect to (A) obligations arising out of or under the director and officer indemnification protections afforded such Person under the terms of the Company LLC Agreement and Section 5.2 hereof, (B) reimbursement of Company expense account items incurred in the Ordinary Course of Business, (C) accrued and unused vacation pay and other benefits accrued and payable under the Employee Benefit Plans set forth on Company Disclosure Schedule 3.1(q), (D) accrued and unpaid salary payable by the Company to such Person in the Ordinary Course of Business, and (E) obligations of the Company arising out of or under any of the Ancillary Documents, in each case, with respect to clauses (A) through (D) of this Section 3.1(x), as such exceptions may apply to a Company Member Interest Holder that is a natural person.
(ii) Without limiting the generality of the foregoing: (A) the Company has not heretofore made or been required to make any distributions to the Company Member Interest Holders under the Company LLC Agreement; (B) other than the Company LLC Agreement (including the Profits Interest granted thereunder) and director and officer indemnification obligations thereunder or under Section 5.2 hereof, there are no Contracts between any Company Member Interest Holder, on the one hand, and the Company or any Company Subsidiary, on the other hand, pursuant to which the Company or any Company Subsidiary now has, or following the Closing will have, an obligation to make payments to (or satisfy any other obligation of) such Company Member Interest Holder; and (C) effective as of the Closing, the Company Member Interests owned by a Company Member Interest Holder will be converted into the right to receive only such Company Member Interest Holder’s proportionate share (based on the Company LLC Agreement) of the merger consideration paid by Parent and Merger Subsidiary pursuant to this Agreement.
Absence of Certain Claims. As of the date you sign this Agreement: (i) you have advised the Company of all facts of which you are aware that you believe may constitute a violation of the Company’s Code of Conduct, compliance policies, or legal obligations, including those under the federal securities laws; (ii) the Company has resolved those issues to your satisfaction; (iii) you are not aware of any current violations of the Company’s Code of Conduct, compliance policies, or legal obligations, including those under the federal securities laws; and (iv) you have not suffered any adverse action as a result of your conduct in this regard.
Absence of Certain Claims. No Company Recapitalization Agreement has been amended or modified since its applicable date and there are no pending or unresolved claims that have been made in writing to the Company, or to the Knowledge of the Company, any threatened material claims or existing material breaches by any party under any Company Recapitalization Agreement. There are no material purchase price adjustments, earn-outs or other contingent payments under any of the Company Recapitalization Agreements that have not been settled in full.
Absence of Certain Claims. No Recent Acquisition Agreement has been amended or modified since the respective Formation Date. There are no pending or unresolved Claims, or to the Knowledge of the Company, any threatened Claims or existing breaches by any party under any Recent Acquisition Agreement. There are no pending Claims against the insurance policy obtained in connection with the APA and if applicable, any other Recent Acquisition Agreement. There are no purchase price adjustments, earn-outs or other contingent payments under any of the Recent Acquisition Agreements that have not been settled and paid in full. No Person has made, or to the Knowledge of the Company, threatened to make, any Claim alleging that (i) any amounts are owed or that the Company or any of its Subsidiaries are otherwise responsible for (or will be responsible for) any Excluded Liabilities under any applicable Recent Acquisition Agreement or (ii) the Company or any of its Subsidiaries is responsible for, or otherwise has any liability incurred or created prior to the Formation Date in respect of, any obligation to any creditors, debtholders, equityholders, customers, suppliers, lien holders, employees, agents, representatives or any other Person with whom the Predecessor Entity (or Subsidiary thereof) conducted business or had any other commercial relationship prior to the Formation Date (other than solely to the extent of the Assumed Liabilities under the Recent Acquisition Agreements).
