Common use of Acknowledgment and Release Clause in Contracts

Acknowledgment and Release. Mr. Xxxxxxx xxxnowledges that the benefits he is to receive pursuant to this Agreement shall be in full satisfaction of all claims (whether asserted or unasserted), if any, against or with respect to the Company, its subsidiaries and other affiliates, and their respective stockholders, directors, officers, employees and agents, past and present. Except for the obligations of the respective parties under this Agreement, each of Mr. Xxxxxxx, xx the one hand, and the Company, on the other hand, does, for himself or itself, and his or its heirs, personal representatives, successors and assigns, hereby irrevocably release, promise, quitclaim and discharge the Company, its subsidiaries and other affiliates, their respective stockholders, directors, officers, employees and agents, past and present, and the Company's predecessors, successors and attorneys, in the case of Mr. Xxxxxxx, xxd Mr. Xxxxxxx xxx his heirs and personal representatives, in the case of the Company, of and from any and all manner of actions, causes of action, claims, suits, debts, dues, sums of money, controversies, agreements, promises and demands whatsoever, both at law and in equity, which he now has or ever had or may in the future have, for, upon, or by reason of any matter, cause or thing whatsoever on or before the Separation Date for, on account of or arising out of any transactions or events that have occurred prior to the Separation Date. This release is for any relief no matter how called, including, but not limited to, wages, back pay, front pay, stock or other equity compensation, debt repayment, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with the Company. Mr. Xxxxxxx xxxresents that he has carefully read the foregoing release, that he has had the opportunity to have an attorney explain to him the terms of the foregoing release, that he accepts full responsibility and consequences of his action or nonaction in this regard, that he knows and understands the content of this Agreement, that he executes this Agreement knowingly and voluntarily as his own free act and deed, that the terms of this Agreement are totally satisfactory and thoroughly understood by him, and that this Agreement was freely negotiated and entered into without fraud, duress or coercion.

Acknowledgment and Release. Mr. Xxxxxxx xxxnowledges that (a) Effective as of the benefits he is to receive pursuant to this Agreement shall be in full satisfaction of all claims (whether asserted or unasserted)Closing, if any, against or except with respect to the Companyobligations set forth in the last sentence of Section 9.1, Buyer on behalf of itself and each of its subsidiaries Subsidiaries and other affiliatesAffiliates, including after the Closing, the Group Companies, and each of its and their respective stockholderscurrent and former officers, directors, officersemployees, employees and agentspartners, past and present. Except for the obligations of the respective parties under this Agreementmembers, each of Mr. Xxxxxxx, xx the one hand, and the Company, on the other hand, does, for himself or itself, and his or its heirs, personal representativesadvisors, successors and assignsassigns (collectively, the “Releasing Parties”), hereby irrevocably release, promise, quitclaim and discharge unconditionally releases and forever discharges the CompanySeller, its subsidiaries Affiliates and other affiliates, each of their respective stockholderscurrent and former officers, directors, officersemployees, employees and agentspartners, past and presentmanagers, and the Company's predecessorsmembers, advisors, attorneys, financial advisors, lenders, successors and attorneysassigns (collectively, in the case of Mr. Xxxxxxx, xxd Mr. Xxxxxxx xxx his heirs and personal representatives, in the case of the Company, “Released Parties”) of and from any and all manner of actions, causes of action, claimssuits, suitsproceedings, executions, judgments, duties, debts, dues, sums of moneyaccounts, controversiesbonds, agreementscontracts and covenants (whether express or implied), promises and claims and demands whatsoeverwhatsoever whether known or unknown, both at whether in law and or in equityequity which the Releasing Parties may have against each of the Released Parties, which he now has or ever had or may in the future havefuture, for, upon, or by reason in each case in respect of any mattercause, cause matter or thing whatsoever relating to any of the Released Parties occurring or arising on or before the Separation Date for, on account of or arising out of any transactions or events that have occurred prior to the Separation Date. This release is for any relief no matter how called, including, but not limited to, wages, back pay, front pay, stock or other equity compensation, debt repayment, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with the Company. Mr. Xxxxxxx xxxresents that he has carefully read the foregoing release, that he has had the opportunity to have an attorney explain to him the terms of the foregoing release, that he accepts full responsibility and consequences of his action or nonaction in this regard, that he knows and understands the content date of this Agreement. Buyer, that he executes on behalf of itself and its Affiliates (which, following the Closing, includes the Company and the other Group Companies), expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Buyer, on behalf of itself and its Affiliates (which, following the Closing, includes the Group Companies), understands the significance of this Agreement knowingly release of unknown claims and voluntarily as his waiver of statutory protection against a release, on behalf of itself and its Affiliates, of unknown claims. Notwithstanding the foregoing, the provisions of this Section 9.2(a), including the release provided herein, shall not apply to claims against the Seller where the Seller is finally adjudicated to have committed Fraud. 968037.12 (b) Buyer acknowledges and agrees, on its own free act behalf and deedon behalf of its Affiliates, that the terms agreements contained in this Section 9.2 are an integral part of the Transaction and that, without the agreements set forth in this Agreement are totally satisfactory and thoroughly understood by himSection 9.2, and that the Seller would not enter into this Agreement was freely negotiated and entered into without fraud, duress or coercionAgreement.

Acknowledgment and Release. Mr. Xxxxxxx xxxnowledges Employee acknowledges that the payments and benefits he is to receive pursuant to this Agreement shall be in full satisfaction of all claims (whether asserted or unasserted)claims, if any, against or with respect to the Company, its subsidiaries and other affiliatesWESCO, and their respective stockholderssubsidiaries, affiliates, shareholders, directors, officers, employees and agents, past and present. Except for the obligations of the respective parties under this Agreement, each of Mr. Xxxxxxx, xx the one hand, and the Company, on the other hand, Employee does, for himself or itselfhimself, and his or its heirs, personal representatives, successors and assigns, hereby irrevocably releaserelease and discharge, promiseWESCO, quitclaim and discharge the Companytheir subsidiaries, its subsidiaries and other affiliates, their respective stockholders, directors, officers, employees and agents, past and present, and the CompanyWESCO's predecessors, successors and attorneys, in the case of Mr. Xxxxxxx, xxd Mr. Xxxxxxx xxx his heirs and personal representatives, in the case of the Company, of and from any and all manner of actions, causes of action, claims, suits, debts, dues, sums of money, controversies, agreements, promises and demands whatsoever, both at law and in equity, known or unknown, arising under any federal, state or local law, rule, ordinance or regulation (including any common law and including, but not limited to, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, as amended, the Age Discrimination in Employment Act, of 1967, as amended, and the Americans with Disabilities Act, as amended, and any similar state and local laws), which he now has or ever had or may in the future have, for, upon, or by reason of any matter, cause or thing whatsoever on or before from the Separation Date beginning of the world to the date of this Agreement for, on account of or arising out of any transactions or events that have occurred prior to the Separation DateEffective Date of this Agreement (as defined below). Employee further agrees that he shall not be entitled to benefit from any charge or complaint filed by him or on his behalf, based upon claims arising from or attributable in any way to his employment with WESCO or the termination thereof, before any federal, state or local court or administrative agency, and Employee waives his right to any such monetary or other relief. This release is unqualified and for any relief relief, no matter how called, including, but not limited towithout limitation, wages, back pay, front pay, stock or other equity compensation, debt repayment, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with the CompanyWESCO. Mr. Xxxxxxx xxxresents Employee understands that he has carefully read the foregoing release, that he has had the opportunity to have an attorney explain to nothing in this Agreement prevents or precludes him the terms from challenging or seeking a determination in good faith of the foregoing release, that he accepts full responsibility and consequences validity of his action or nonaction the waiver solely under the Age Discrimination in this regard, that he knows and understands the content of Employment Act contained in this Agreement, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. Employee and WESCO acknowledge and agree that he executes this Agreement knowingly release does not affect Employee's rights, if any, to indemnification or advancement of expenses under Article VI of WESCO International, Inc.'s bylaws or to coverage under applicable directors and voluntarily as his own free act and deedofficers insurance policies, that in each case subject to the terms and conditions imposed by the bylaws, the insurance contracts and applicable law. As the principal financial officer of this Agreement are totally satisfactory the Company, Employee has regularly reviewed the quarterly and thoroughly understood by himannual reports of the Company filed under the Securities Exchange Act of 1934, as amended, and provided the required certifications under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules under the SEC 1934 Act implementing Sections 302 and 906 which relate to, among other matters, the information in the periodic reports filed by the Company with the SEC, including the financial statements of the Company and other financial information included in the reports, and the design and evaluation of disclosure controls and procedures and internal control over financial reporting and any fraud involving management or other employees. Employee represents that, in connection with the annual report of the Company for the year ended December 31, 2011 to be filed on or about February 22, 2012 and the recently released earnings report for 2011, nothing has come to his attention as of February 3, 2012 that this Agreement was freely negotiated would cause him to be unable to provide the unqualified certifications under Sections 302 and entered into without fraud906 with respect to the year ended December 31, duress or coercion2011.

Acknowledgment and Release. Mr. Xx. Xxxxxxx xxxnowledges acknowledges that the benefits he is to receive pursuant to this Agreement shall be in full satisfaction of all claims (whether asserted or unasserted), if any, against or with respect to the Company, its subsidiaries and other affiliates, and their respective stockholders, directors, officers, employees and agents, past and present. Except for the obligations of the respective parties under this AgreementAgreement (including the restrictive covenant obligations referred to in Section 4), each of Mr. Xx. Xxxxxxx, xx on the one hand, and the Company, on the other hand, does, for himself or itself, and his or its heirs, personal representatives, successors and assigns, hereby irrevocably release, promise, quitclaim and discharge the Company, its subsidiaries and other affiliates, their respective stockholders, directors, officers, employees and agents, past and present, and the Company's predecessors, successors and attorneys, in the case of Mr. Xx. Xxxxxxx, xxd Mr. and Xx. Xxxxxxx xxx and his heirs and personal representatives, in the case of the Company, of and from any and all manner of actions, causes of action, claims, suits, debts, dues, sums of money, controversies, agreements, promises and demands whatsoever, both at law and in equity, which he or the Company, respectively, now has or ever had or may in the future have, for, upon, or by reason of any matter, cause or thing whatsoever on or before the Separation Date for, on account of or arising out of any transactions or events that have occurred prior to the Separation Date; provided, however, that this release shall not apply to any claim that arises out of or is otherwise related to any fraudulent act committed by Xx. Xxxxxxx or any criminal act for which Xx. Xxxxxxx is convicted or otherwise pleads no contest or any similar plea that is the equivalent of a guilty plea. This release is for any relief no matter how called, including, but not limited to, wages, back pay, front pay, stock or other equity compensation, debt repayment, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with the Company. Mr. Xx. Xxxxxxx xxxresents represents that he has carefully read the foregoing release, that he has had the opportunity to have an attorney explain to him the terms of the foregoing release, that he accepts full responsibility and consequences of his action or nonaction in this regard, that he knows and understands the content of this Agreement, that he executes this Agreement knowingly and voluntarily as his own free act and deed, that the terms of this Agreement are totally satisfactory and thoroughly understood by him, and that this Agreement was freely negotiated and entered into without fraud, duress or coercion.