ACKNOWLEDGMENTS OF EXECUTIVE. Executive hereby acknowledges and agrees that: (a) this Agreement is necessary for the protection of the legitimate business interests of Company and its Affiliates; (b) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without cause or for performance related reasons; (c) Executive has no intention of competing with Company and its Affiliates within the limitations set forth above; (d) Executive has received adequate and valuable consideration for entering into this Agreement; (e) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against Company or any Affiliate, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Company or an Affiliate of these covenants; and (f) the execution and delivery of this Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges and agrees that by virtue of the Executive's position and involvement with the business and affairs of the Company, the Executive will develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and will have access to all significant aspects of the business and operations of the Company and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive acknowledges and agrees that the Company will be damaged if the Executive were to breach any of the provisions of this Section 10 or if the Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly, the Executive expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and that the terms, provisions and conditions of this Section 10 are fair and reasonable and necessary to adequately protect the Company.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that the Executive has carefully read this Agreement and understands and agrees to all its terms. The Executive further acknowledges that the Executive has voluntarily entered into this Agreement, that the Executive has not relied upon any representation or statement, written or oral, other than those set forth in this Agreement, and that the Executive has been advised that the Executive should consult with an attorney before signing this Agreement and has had an opportunity to consult with an attorney if the Executive wished to do so.
ACKNOWLEDGMENTS OF EXECUTIVE. Executive recognizes and agrees that Executive’s services are special and unique and that the level of compensation and the provisions herein for compensation and other benefits are partly in consideration of and conditioned upon Executive’s not competing with the Company or any of its Affiliates in violation of this Agreement, and that Executive’s covenant not to compete or solicit as set forth in this Section during and after employment is essential to protect the business and good will of the Company. Executive agrees that the Company and its Affiliates would suffer an irreparable injury if Executive were to breach any of the covenants contained in Section 6, Section 7 and Section 8 of the Agreement. Executive therefore agrees that the Company, in addition to any other remedies available to it, would by reason of such breach or threatened breach be entitled to preliminary and permanent injunctive relief in a court of appropriate jurisdiction without having to post bond, and Executive hereby stipulates to the entering of such injunctive relief prohibiting Executive from engaging in such breach. In signing this Agreement, Executive gives the Company assurance that Executive has carefully read, understood and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section. Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, scope, length of time and geographic area. Executive and the Company further agree that, in the event that any provision of this Section 8 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area, too great a range of activities or for any other reason, that such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of Executive’s obligations to that Subsidiary, as applicable, under this Agreement, including without limitation pursuant to this Section 8.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive hereby acknowledges and certifies the following:
(a) That he expressly understands, acknowledges, and agrees that some or all elements of the business of the Employer; that being, the cultivation, distribution, manufacture and sale of marijuana, violate federal law, including, without limitation, the Controlled Substances Act, codified at 21 U.S.C. §801 et seq.;
(b) That he has read the terms of this Agreement, that he has been informed by the Employer that he should discuss it with an attorney of his choice, and that he understands its terms and effects. The Executive further acknowledges that based on his training and experience, he has the capacity to earn a livelihood by performing services as an employee or otherwise in a business that does not violate the provisions of Section 7; and
(c) That he understands, acknowledges, and agrees that solely due to the nature of the services to be rendered to the Employer, and mandated regulatory requirements set forth in certain state cannabis laws in which the Employer may now or in the future operate, Executive may be required to comport with cannabis laws reporting requirements, and Executive further represents and warrants to the Employer that he is under no impediment (legal or otherwise) that would preclude him from doing so.
ACKNOWLEDGMENTS OF EXECUTIVE. (a) Executive hereby acknowledges and agrees that (i) this Agreement is necessary for the protection of the legitimate business interests of the Company, including, but not limited to, its goodwill, customer relationships, and Confidential Information; (ii) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above; (iv) Executive has received adequate and valuable consideration for entering into this Agreement; (v) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of these covenants; and (vi) the execution and delivery of this Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.
(b) Executive acknowledges that the Company currently is engaged in business in the United States of America, its business plan calls for expansion to other countries and that the marketplace for the Company’s products and services is worldwide. Executive further covenants, acknowledges and agrees that the length of term and types of activities restricted (non-competition and non-solicitation restrictions) contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company because of the scope of the Company’s business.
(c) Executive acknowledges that the offer of employment by SCC and the compensation payable for entering into this Agreement is sufficient consideration for Executive’s agreement to the restrictive covenants set forth in Sections 9, 10 and 11.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that (i) the Company and any affiliates or subsidiaries thereof that are currently existing or are acquired or formed during the Restricted Period, as hereinafter defined (collectively, the "Companies"), are and will be engaged primarily in the business of the manufacture, distribution and marketing of glazed and unglazed tile (the "Company Business"); (ii) his work for the Companies will give him access to trade secrets of and confidential information concerning the Companies, including, without limitation, information concerning its organization, business and affairs, organization and operations, "know-how", customer lists, details of client or consultant contracts, pricing policies, financial information, operational methods, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, technical processes, projects of the Companies, financing projections, budget information and procedures, marketing plans or strategies, and research products (collectively, the "Trade Secrets"); and (iii) the agreements and covenants contained in this Section 4 are essential to protect the Company Business and goodwill of the Companies.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that his work for the Company will give him access to Trade Secrets and Confidential Information. The Executive further acknowledges that he inevitably would use, or inadvertently disclose, Trade Secrets and Confidential Information if, at any time within five years of his separation from the Company, he were to work or consult for any competitor of the Company, or any of the Company’s subsidiaries, in a capacity requiring high-level management expertise with respect to any aspect of the manufacture or distribution of commercial or residential floor covering (the “Competitive Capacity”). In order to protect the Company’s goodwill, Trade Secrets and Confidential Information (and in recognition of the extension of the stock option exercise period as set forth in Section 5), the Executive agrees that during his employment and for a period of five years after separation from the Company, (i) he will not work or consult in any Competitive Capacity within the United States for a Competitor of the Company or any of its subsidiaries and (ii) he will not, directly or indirectly, individually or in association with others, solicit for employment or as a consultant any employee of the Company or its subsidiaries without the written approval of the Company.
ACKNOWLEDGMENTS OF EXECUTIVE. Executive hereby acknowledges and agrees that: (a) this Agreement is necessary for the protection of the legitimate business interests of the Company; (b) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without cause or for performance related reasons; (c) Executive has received adequate and valuable consideration for entering into this Agreement; (d) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Company of these covenants (except that failure by the Company to pay undisputed wages or benefits which are properly due and owing to Executive shall void Executive’s non-competition and non-solicitation obligations under this Agreement); and (e) the execution and delivery of this Agreement is a mandatory condition precedent to the Executive’s receipt of the consideration provided herein; (f) Executive has no intention of competing with the Company within the limitations set forth above.
ACKNOWLEDGMENTS OF EXECUTIVE. In granting the forgoing release and waiver of all claims, Executive further acknowledges and agrees that: (i) he is not waiving claims that may arise after this Agreement has become enforceable; (ii) he is receiving benefits under this Agreement to which he would not otherwise be entitled; (iii) the payments and other considerations to be received pursuant to this Agreement, as specifically set forth above at Section 2, are more than Executive would otherwise be entitled, and constitutes valid consideration for this Agreement; (iv) Executive has been advised to review this Agreement with an attorney concerning its effect prior to executing it; (v) the release set forth in the preceding Subsection 4(a) shall be and remain in effect in all respects as a complete general release as to the matters released; (vi) he will not assert any claims described in or otherwise released by the preceding Subsection 4(a) against the Released Parties; and (vii) the release set forth in the preceding Subsection 4(a) does not extend to any of the Company’s obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law, including, but not limited to, Executive's right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive's release of claims herein bars Executive from recovering such monetary relief from the Company).
