Common use of Acknowledgments and Affirmations Clause in Contracts

Acknowledgments and Affirmations. Executive affirms as follows: · Executive has returned to Company all tangible and intangible Company property in Executive’s possession, including without limitation all equipment, files and documents (physical and electronic), and confidential information in Executive’s possession, custody, or control. Company shall be entitled to deduct from any amounts owed Executive the fair market value of any Company property in Executive’s possession or provided to Executive by the Company that has not been returned to Company prior to the Separation Date. Executive affirms having possession of all of Executive’s property that Executive had at Company’s premises and that Company is not in possession of any of Executive’s property. · Executive has not filed or caused to be filed any claim against Releasees, is not presently a party to any claim against Releasees, and is not aware of any claim against Releasees the Executive has not reported or disclosed to Releasees. This Agreement is in no way intended to preclude Executive from otherwise reporting through appropriate Company channels any act or omission in violation of state or federal law. · Executive has reported all hours worked as of the date he signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Executive signs this Agreement. · Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws and that Executive has no known workplace injuries or occupational diseases. · Executive will not do or say anything that would have the effect in any way of diminishing or sullying the goodwill and good reputation of Company or any of its directors, officers, employees, services, or products, including, but not be limited to, refraining from making negative statements about Company’s methods of doing business, the effectiveness of its business policies and practices, and the quality of any of its services, products, or personnel. · Executive has not been retaliated against for reporting any allegations of wrongdoing by Company or its officers, including any allegations of corporate fraud. · Executive does not have applications for employment currently pending with Releasees, and Executive shall not apply in the future for employment with Releasees because of, among other things, irreconcilable differences with Releasees. · All of Company’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law.

Acknowledgments and Affirmations. Executive affirms as follows: · Executive has returned to Company all tangible and intangible Company property in Executive’s possession, including without limitation all equipment, files and documents (physical and electronic), and confidential information in Executive’s possession, custody, or control. Company shall be entitled to deduct from any amounts owed Executive the fair market value of any Company property in Executive’s possession or provided to Executive by the Company that has not been returned to Company prior to the Separation Date. Executive affirms having possession of all of Executive’s property that Executive had at Company’s premises and that Company is not in possession of any of Executive’s property. · Executive has not filed or filed, caused to be filed any claim against Releaseesfiled, or presently is not presently a party to any claim against Releasees, and is not aware of any claim against Releasees the Company. Executive has not reported or disclosed to Releasees. This Agreement is in no way intended to preclude Executive from otherwise reporting through appropriate Company channels any act or omission in violation of state or federal law. · also affirms that Executive has reported all hours worked as of the date he Executive signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Executive signs this AgreementAgreement (except for the Severance Benefits, his COBRA rights, his accrued and vested benefits under the Company’s 401(k) plan, and his Vested Awards). · Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws and laws. Executive further affirms that Executive has no known workplace injuries or occupational diseasesdiseases that have not been reported to the Company in writing or adjudicated. · Executive also affirms that Executive has not divulged any proprietary or confidential information of the Company and will not do or say anything that would have continue to maintain the effect in any way confidentiality of diminishing or sullying such information consistent with the goodwill and good reputation of Company or any of its directors, officers, employees, services, or products, including, but not be limited to, refraining from making negative statements about Company’s methods of doing business, the effectiveness of its business policies and practices, and Executive’s agreement(s) with the quality of any of its services, products, or personnelCompany and/or common law. · Executive further affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing or potential violations of law, rule or regulation by the Company or its officers, including any allegations of corporate fraud. · Executive does not have applications for employment currently pending with Releasees, and that he has previously advised the Company in writing of any actual or perceived wrongdoing or potential violations of law, rule or regulation by the Company or its officers. Executive shall not apply in affirms that all of the future for employment with Releasees because of, among other things, irreconcilable differences with Releasees. · All of Company’s decisions regarding Executive’s 's pay and benefits through the date of Executive’s 's execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law.

Acknowledgments and Affirmations. a. Executive affirms that other than the payments described in Section 4 above Executive has been paid and/or has received all compensation, wages, bonuses, commissions, vacation pay, stock, stock options and/or benefits which are due and payable as follows: · of the date Executive signs this Agreement, and except for the outstanding equity which will remain in place and be governed by the Limited Liability Agreement of Crimson Management Incentives LLC. For the avoidance of doubt, Executive’s employment status shall have no bearing on his right to receive the compensation as governed by the Limited Liability Agreement of Crimson Management Incentives LLC. b. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act, the California Family Rights Act or any other applicable state or local leave or disability accommodation laws. c. Executive further affirms that Executive has no known workplace injuries or occupational diseases. d. Executive affirms that Executive has not divulged any proprietary or confidential information of Company and will continue to maintain the confidentiality of such information consistent with Company’s policies, common law, the Trade Secrets Act, and this Agreement. e. Executive further affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by Company or its officers, including any allegations of corporate fraud. f. Executive further affirms Company has reimbursed Executive for any business expenses owed to Executive through the date of this Agreement. g. Executive affirms that Executive has returned to Company all tangible and intangible Company property in Executiveof Company’s possessionproperty, including without limitation all equipment, files and documents (physical and electronic), and and/or confidential information in Executive’s possession, custody, possession or control. Company shall be entitled to deduct from any amounts owed Executive the fair market value of any Company property also affirms that Executive is in Executive’s possession or provided to Executive by the Company that has not been returned to Company prior to the Separation Date. Executive affirms having possession of all of Executive’s property that Executive had at Company’s premises and that Company is not in possession of any of Executive’s property. · . h. Executive has not filed or caused to be filed any claim against Releasees, is not presently a party to any claim against Releasees, and is not aware of any claim against Releasees the Executive has not reported or disclosed to Releasees. This Agreement is in no way intended to preclude Executive from otherwise reporting through appropriate Company channels any act or omission in violation of state or federal law. · Executive has reported affirms that all hours worked as of the date he signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Executive signs this Agreement. · Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws and that Executive has no known workplace injuries or occupational diseases. · Executive will not do or say anything that would have the effect in any way of diminishing or sullying the goodwill and good reputation of Company or any of its directors, officers, employees, services, or products, including, but not be limited to, refraining from making negative statements about Company’s methods of doing business, the effectiveness of its business policies and practices, and the quality of any of its services, products, or personnel. · Executive has not been retaliated against for reporting any allegations of wrongdoing by Company or its officers, including any allegations of corporate fraud. · Executive does not have applications for employment currently pending with Releasees, and Executive shall not apply in the future for employment with Releasees because of, among other things, irreconcilable differences with Releasees. · All of Company’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law.

Acknowledgments and Affirmations. a. Executive affirms as follows: · Executive has returned to Company all tangible and intangible Company property in Executive’s possession, including without limitation all equipment, files and documents (physical and electronic), and confidential information in Executive’s possession, custody, or control. Company shall be entitled to deduct from any amounts owed Executive the fair market value of any Company property in Executive’s possession or provided to Executive by the Company that has not been returned to Company prior to the Separation Date. Executive affirms having possession of all of Executive’s property that Executive had at Company’s premises and that Company is not in possession of any of Executive’s property. · Executive has not filed or caused to be filed any claim against Releasees, and is not presently a party to any claim claim, complaint, or action against Releasees, and is not aware any of the Releasees in any claim against Releasees the forum or form. b. Executive has not reported or disclosed to Releasees. This Agreement is in no way intended to preclude Executive from otherwise reporting through appropriate Company channels any act or omission in violation of state or federal law. · also affirms that Executive has reported all hours worked as of the date he signs Executive executes this Agreement Release and has been paid and/or or has received all compensation, wages, bonuses, commissionsand benefits to which Executive may be entitled and that no other compensation, and/or wages, bonuses, commissions or benefits which are due and payable as to Executive with the exception of the date payments and benefits pursuant to Section 7(b) of the Employment Agreement. c. Executive signs this Agreementfurther affirms that Executive has no known workplace injuries or occupational diseases. · Executive also affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws and laws. d. Executive also affirms that Executive has no known workplace injuries or occupational diseases. · Executive will not do or say anything that would have the effect in any way of diminishing or sullying the goodwill and good reputation of Company or any of its directors, officers, employees, services, or products, including, but not be limited to, refraining from making negative statements about Company’s methods of doing business, the effectiveness of its business policies and practices, and the quality of any of its services, products, or personnel. · Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its officers, including any directors or associates including, but not limited to, allegations of corporate fraud. · . e. Executive does not have applications for employment currently pending with Releasees, and Executive shall not apply in further affirms that all of the future for employment with Releasees because of, among other things, irreconcilable differences with Releasees. · All of Company’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Agreement Release were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. f. Executive also affirms that Executive has returned all Company property in Executive’s possession or control and has deleted any Confidential Information stored on any electronic device, web-based email or other storage location not owned by the Company but within the Executive’s possession or control. g. Executive acknowledges that no provision of this Agreement or any other Agreement between Executive and the Company shall be construed to prohibit or otherwise restrict Executive from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information. h. Executive acknowledges and agrees that Executive has entered into agreements with the Company containing certain non-disparagement, cooperation, return of property, nondisclosure, intellectual property assignment, non-competition, and non-solicitation provisions, including as set forth in a Confidential and Proprietary Information Agreement and Executive’s Employment Agreement including without limitation, the Restrictive Covenant and Mandatory Arbitration Agreement and that Executive shall be bound by, and shall continue to comply with Employee’s surviving obligations under those agreements and any other agreement between Employee and the Company (the “Continuing Obligations”). Executive further represents and warrants that he has complied with the terms of the Employment Agreement and his fiduciary obligations to the Company and has not engaged in any conduct while employed at the Company that would give rise to a Cause separation under the Employment Agreement (“Representations”). Notwithstanding anything contained herein, Executive’s right to receive severance payments and benefits under the Employment Agreement are conditioned on and subject to (A) Executive’s or where applicable, Executive’s estate’s execution and non-revocation of this Release of claims against Releasees, (B) Executive’s compliance with his Continuing Obligations, and (C) the truth of Executive’s Representations. i. Executive acknowledges and agrees that that Executive’s cooperation obligation under the Employment Agreement includes, but is not limited to, providing information relating to work transition matters (contact details for current and prospective targets, lenders, brokers, venture capitalists, etc. and lists and summaries of pending or potential transactions). Further, Executive acknowledges and agrees that Executive shall be reasonably available to the Company as set forth in the Employment Agreement.

Acknowledgments and Affirmations. a. Executive affirms as follows: · Executive has returned to Company all tangible and intangible Company property in Executive’s possession, including without limitation all equipment, files and documents (physical and electronic), and confidential information in Executive’s possession, custody, or control. Company shall be entitled to deduct from any amounts owed Executive the fair market value of any Company property in Executive’s possession or provided to Executive by the Company that has not been returned to Company prior to the Separation Date. Executive affirms having possession of all of Executive’s property that Executive had at Company’s premises and that Company is not in possession of any of Executive’s property. · Executive has not filed or caused to be filed any claim against Releasees, and is not presently a party to any claim claim, complaint, or action against Releasees, and is not aware any of the Released Parties in any claim against Releasees the forum or form. b. Executive has not reported or disclosed to Releasees. This Agreement is in no way intended to preclude Executive from otherwise reporting through appropriate Company channels any act or omission in violation of state or federal law. · also affirms that Executive has reported all hours worked as of the date he signs Executive executes this Severance Agreement and has been paid and/or or has received all compensation, wages, bonuses, commissionscommissions and benefits to which Executive may be entitled and that no other compensation, and/or wages, bonuses, commissions or benefits which are due and payable as of the date to Executive. c. Executive signs this Agreementfurther affirms that Executive has no known workplace injuries or occupational diseases. · Executive also affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws and laws. d. Executive also affirms that Executive has no known workplace injuries or occupational diseases. · Executive will not do or say anything that would have the effect in any way of diminishing or sullying the goodwill and good reputation of Company or any of its directors, officers, employees, services, or products, including, but not be limited to, refraining from making negative statements about Company’s methods of doing business, the effectiveness of its business policies and practices, and the quality of any of its services, products, or personnel. · Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its officers, including any directors or associates including, but not limited to, allegations of corporate fraud. · . e. Executive does not have applications for employment currently pending with Releasees, and Executive shall not apply in further affirms that all of the future for employment with Releasees because of, among other things, irreconcilable differences with Releasees. · All of Company’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Severance Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. f. Executive acknowledges that no provision of this Agreement or any other Agreement between Executive and the Company shall be construed to prohibit or otherwise restrict Executive from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information. g. Executive acknowledges and agrees that Executive has entered into agreements with the Company containing certain nondisclosure, intellectual property assignment, non-competition, and non-solicitation provisions, including as set forth in a Confidential and Proprietary Information Agreement and Executive’s Employment Agreement including without limitation, the Restrictive Covenant and Mandatory Arbitration Agreement and that Executive shall be bound by, and shall continue to comply with Employee’s obligations under those agreements and any other agreement between Employee and the Company containing restrictive covenants (“Restrictive Covenants”). Notwithstanding anything contained herein, Employee’s right to receive severance payments and benefits are conditioned on and subject to (A) Executive’s or where applicable, Executive’s estate’s execution and to the extent required by applicable law, and non-revocation of the Release of claims against the company and (B) Executive’s continued compliance with the Restrictive Covenants.