Acknowledgments and Releases Sample Clauses

Acknowledgments and Releases. A. The Executive on his own behalf and on behalf of his successors, assigns, legal representatives, heirs, executors and administrators (collectively, the "Executive Releasor"), does hereby remise, release, absolve and discharge, the Company, all of its respective successors and assigns, subsidiaries and legal representatives (in their capacities as such), past and present, and all of its respective directors, officers, shareholders, agents, employees, attorneys, successors, assigns, legal representatives, heirs, executors and administrators, past and present, and each and every one of them, in their individual and corporate capacities as such (collectively, the "Company Releasee"), from any and all manner of claims, demands, liens, agreements, contracts, covenants, promises, actions, suits, causes of action, controversies, obligations, debts, sums of money, accounts, attorneys' fees, damages, judgments, executions, orders and liabilities of whatever kind or nature in law, equity or otherwise (collectively, "Claims"), including, without limitation, any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended, which the Executive Releasor now owns or holds or has at any time heretofore owned or held, or hereafter can, shall or may have, as against the Company Releasee, or any of them, from the beginning of the world to the date of the Agreement, except that any Claims that arise under or are in connection with (x) amounts owed to Executive Releasor under the Agreement, (y) any ordinary commercial liabilities or obligations of any Company Releasee that is a shareholder, officer or director may have to the Executive Releasor as of the date hereof that are entirely unrelated to (i) the Company or any of its subsidiaries or affiliates and (ii) the conduct or any Company Releasee in holding, owning or managing any interests of the Company or any of its businesses, subsidiaries or affiliates and (z) any claims against the Company that the Executive Releasor may have for indemnification under the by-laws of the Company as in effect on the date hereof, the laws of the State of Delaware or any ins...
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Acknowledgments and Releases. (a) Upon the parties’ execution of this Amendment No. 1, MetroPCS, for itself and its Affiliates, and their respective directors, officers, members, partners, representatives, agents, successors and assigns (collectively, the “MetroPCS Entities”), does hereby release, remise and forever discharge InComm and US South, and their respective directors, officers, members, partners, representatives, agents, successors and assigns (collectively, the “InComm Entities”) from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, that are based on known facts in existence as of the Amendment Date, that the MetroPCS Entities may have, or claim to have, *** . (b) Upon the parties’ execution of this Amendment No. 1, the InComm Entities do hereby release, remise and forever discharge the MetroPCS Entities from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, that are based on known facts in existence as of the date this Amendment No. 1 is executed by the Parties, that the InComm Entities may have, or claim to have, *** .
Acknowledgments and Releases. Executive hereby agrees and acknowledges that, subject to payment of the amounts expressly provided for or referenced in this Agreement, he will have received full payment for all services rendered on behalf of the Company, WPCI and their respective affiliates. In consideration of the Company’s commitments pursuant to Sections 4 and 7, and the Company’s Release (as defined below), Executive shall execute, on the Resignation Date, the release attached hereto as Exhibit B (“Executive’s Release”). Executive’s Release shall pertain to any and all claims that Executive may now have or may hereafter have against any of the Company Entities or any of its predecessors (including, without limitation, W.P. Xxxxx & Co., Inc), arising out of or in connection with Executive’s employment with, or service as an officer, member, partner or director of, any such entity (including, without limitation, Executive’s assertion of the right to terminate employment for Good Reason under his Employment Agreement), other than any claim for the payments or benefits to be provided to Executive under or in accordance with the terms of this Agreement (including any claim for indemnification or other similar rights as specified in Section 16 hereof). Subject to Executive’s execution of Executive’s Release, each of the Company and WPCI shall execute the release attached hereto as Exhibit C (the “Company Release”). The Company Release shall pertain to any and all claims that the Company and WPCI may now have or may hereafter have against Executive or any of his successors or assigns arising out of or in connection with Executive’s employment with, or service as an officer, member, partner or director of, any Company Entity, including, but not limited to, any claims which have been made or may be made in the future by any employee of the Company against Executive arising out of actions or omissions by Executive during the period he was employed by the Company.
Acknowledgments and Releases. Dxxx Mexico shall have received the acknowledgments and releases described in Schedule 7.25.
Acknowledgments and Releases 

Related to Acknowledgments and Releases

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); the security interests and liens granted by each Borrower in favor of Agent are duly perfected, first priority security interests and liens.

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

  • Acknowledgments and Affirmations (a) Executive affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. 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. Executive affirms that all of the Company’s decisions regarding the 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. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

  • Acknowledgment and Consent Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Reimbursement Agreement and this Amendment and consents to the amendment of the Reimbursement Agreement effected pursuant to this Amendment. Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be im­paired or limited by the execution or effectiveness of this Amendment. Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor is not required by the terms of the Reimbursement Agreement or any other Credit Document to consent to the amendments to the Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Guarantor to any future amendments to the Reimbursement Agreement.

  • Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.

  • Acknowledgments The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • Acknowledgment and Waiver By executing the Grant Letter, participating in the Plan and accepting the grant of the Option evidenced hereby, the Participant agrees and acknowledges that: (a) the Plan is discretionary in nature and that the Corporation can amend, cancel or terminate the Plan at any time; (b) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options or benefits in lieu of any options, even if options have been granted repeatedly in the past; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary and of his or her own free will; (e) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Participant’s employment contract, if any; (f) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (i) the future value of the shares subject to the Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the Participant’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without cause.

  • Acknowledgment of Full Understanding THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

  • Statements and Confirmations The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

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