Additional Acknowledgments and Agreements Sample Clauses

Additional Acknowledgments and Agreements. In addition ----------------------------------------- to the foregoing, Consultant acknowledges and agrees that he will not make any use whatsoever of any Company Intellectual Property for any reason whatsoever. Consultant also acknowledges and agrees that he has no right, title, or interest in, or to any Company Intellectual Property. Notwithstanding the foregoing, to the extent that Consultant created any Company Intellectual Property, Consultant hereby assigns to Company all of his right, title and interest (if any) in, to and under, all Company Intellectual Property retroactive to the date he created such Company Intellectual Property.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Additional Acknowledgments and Agreements. A. The Executive understands, acknowledges and agrees that: (i) Subject to Section 7(B) below, no rights or Claims that may arise after the date on which the Executive executes this Agreement are being waived by the Executive; (ii) The Executive has been advised to consult with an attorney of his own choosing prior to executing this Agreement and that he has done so or has knowingly waived his right to do so; (iii) The Executive has twenty-one (21) days from his receipt of this Agreement within which to review and consider this Agreement; (iv) The Executive has seven (7) days after his execution of this Agreement within which to revoke this Agreement; and (v) This Agreement shall not become effective or enforceable until the seven (7) day revocation period described in clause (iv) above shall have expired (such expiration date being referred to herein as the "Effective Date"). B. The Executive (i) agrees to execute and deliver to the Company on the Separation Date a written instrument, in the form attached hereto as Annex I, pursuant to which the Executive ratifies, confirms and remakes, effective on and as of the Separation Date, the release effected by Section 6 hereof, and (ii) acknowledges and agrees that the execution and delivery of such instrument shall be a condition precedent to the compensation and other benefits provided by Section 3 above. C. Effective on the Separation Date, Executive shall be deemed to have resigned as an officer and director of the Company and any and all Company subsidiaries and affiliates in which he then holds offices or positions, and as a fiduciary of any benefit plan of any of the foregoing. The Executive agrees to execute any further documentation requested by the Company to achieve this purpose.
Sample 1
Additional Acknowledgments and Agreements. In addition to the foregoing, Consultant acknowledges and agrees that he will not make any use whatsoever of any Company Intellectual Property for any reason whatsoever. Consultant also acknowledges and agrees that he has no right, title, or interest in, or to any Company Intellectual Property. Notwithstanding the
Sample 1
Additional Acknowledgments and Agreements. In consideration for the payment of the Principal Amount, the Company hereby acknowledges and agrees as follows: (a) the Investor Affiliate’s obligation to make the Extension Payment (as defined in the SPA) has been satisfied as of the due date therefor set forth in the SPA; and (b) the condition for extension of the Long Stop Date to one hundred twenty (120) days from the signing date of the SPA has been satisfied as of the due date therefor set forth in the SPA, and the Long Stop Date has been so extended. The Investor Affiliate shall be an express third party beneficiary to the acknowledgements and agreements made hereunder between the Company and the Investor, and shall have the right to enforce such acknowledgements and agreements directly to the extent it may deem such enforcement necessary or advisable to protect its rights pursuant to the SPA.
Sample 1
Additional Acknowledgments and Agreements. In further consideration of the Severance Benefits provided above, Executive represents and warrants to each of the following:
Sample 1
Additional Acknowledgments and Agreements. The Executive understands, acknowledges and agrees that: (A) No rights or Claims that may arise after the date on which the Executive executes this Agreement are being waived by the Executive; (B) The Executive is advised to consult with an attorney prior to executing this Agreement; (C) The Executive has twenty-one (21) days from his receipt of this Agreement within which to review and consider this Agreement; (D) The Executive has seven (7) days following his execution of this Agreement within which to revoke this Agreement; and (E) This Agreement shall not become effective or enforceable until the seven (7) day revocation period described in clause (d) above shall have expired (such expiration date being referred to herein as the "Effective Date").
Sample 1
Additional Acknowledgments and Agreements. The Executive understands, acknowledges and agrees that: (a) No rights or Claims that may arise after the date on which the Executive executes this Agreement are being waived by the Executive; (b) The Executive has consulted with an attorney prior to executing this Agreement; (c) The Executive has twenty-one (21) days from his receipt of this Agreement within which to review and consider this Agreement; (d) The Executive has seven (7) days following his execution of this Agreement within which to revoke this Agreement; and (e) This Agreement shall not become effective or enforceable until (i) the seven (7) day revocation period described in clause (d) above shall have expired (such expiration date being referred to herein as the "Effective Date"); and (ii) the Executive shall have ratified, confirmed and extended the release effected by Section 5 hereof by executing and delivering to the Company on the Effective Date a Release in the form attached hereto as Exhibit A (the "Release").
Sample 1
AutoNDA by SimpleDocs

Related to Additional Acknowledgments and Agreements

  • 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.

  • Additional Acknowledgments Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

  • Additional Acknowledgements By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.

  • Acknowledgements and Agreements You agree, accept and acknowledge the following: (a) THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. (b) The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” (c) All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs shall be binding, conclusive and final on you and all other interested persons. (d) The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (e) The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past. (f) All decisions regarding future Awards, if any, will be at the discretion of the Company. (g) You are voluntarily participating in the Plan. (h) The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation. (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments. (j) Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary. (k) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. (l) For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence). (m) Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated under applicable law). (n) No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any. (o) The following provisions apply if you are providing services outside the U.S.: (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose. (ii) None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange. (ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with the Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act of 1933, as amended (the “Securities Act”), in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. (iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under the Transaction. (iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under the Transaction. (v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Dealer shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18, as if such provisions were applicable to such purchases and any analogous purchases under any Additional Transaction, taking into account any applicable SEC no action letters, as appropriate.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers 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); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Certain Covenants and Acknowledgments 8 (a) Transfer Restrictions ..................................... 8 (b)

  • Acknowledgments and Affirmations a. Employee affirms that Employee has complied with all laws and regulations applicable to FFB’s operations. b. Employee affirms that Employee has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled. d. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. e. Employee affirms that Employee has no known workplace injuries or occupational diseases. f. Employee affirms that Employee has not divulged any of FFB’s Confidential Information (as defined in the Employment Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB’s policies and/or Employee’s agreement(s) with FFB. g. Employee affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Employment Agreement. h. Employee affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Employee affirms that all of FFB’s decisions regarding Employee’s pay and benefits through the date of Employee’s Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. j. Employee affirms that any stock options granted to Employee under any FFB option program that have not vested by Employee’s Severance Date shall be considered lapsed, and be forever unexercisable by Employee unless otherwise provided by the terms of the applicable plan document for those options. At Employee’s Severance Date, any vested stock options will be treated in accordance with the terms of the applicable plan document for those options.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!