Common use of Advice of Counsel; Revocation Period Clause in Contracts

Advice of Counsel; Revocation Period. Executive is hereby advised to seek the advice of counsel. Executive acknowledges that she is acting of her own free will, that she has been afforded a reasonable time to read and review the terms of this Agreement, and that Executive is voluntarily entering into this Agreement with full knowledge and understanding of its provisions and effects. Executive understands and agrees that she is waiving rights or claims, including, but not limited to, possible claims under the ADEA, in exchange for consideration in addition to anything of value to which Executive is already entitled. Executive agrees that this Agreement shall not be deemed void or avoidable by claims of duress, deception, mistake of fact, or otherwise. Nor shall the principle of construction whereby all ambiguities are to be construed against the drafter be employed in the interpretation of this Agreement. There is absolutely no agreement or reservation that is not clearly expressed in this Agreement. This Agreement should not be construed for or against any party. Executive further acknowledges that she has been given at least twenty-one (21) days within which to consider this Agreement and that if Executive decides to execute this Agreement before the twenty-one (21) day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period. Executive acknowledges and agrees that changes made to this Agreement, whether or not material, do not restart the aforementioned twenty-one (21) day period. Executive also acknowledges that she has seven (7) days following her execution of this Agreement to revoke acceptance of this Agreement, with the Agreement not becoming effective until the revocation period has expired without Executive having revoked. Executive acknowledges that to be effective any revocation must be in writing, signed by the Executive, and received by OraSure prior to the expiration of the revocation date. If Executive chooses to revoke her acceptance of this Agreement, she should provide written notice to: General Counsel OraSure Technologies, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000

Appears in 1 contract

Samples: Employment Agreement (Orasure Technologies Inc)

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Advice of Counsel; Revocation Period. Executive is hereby advised to seek the advice of counsel. Executive acknowledges that she is acting of her own free will, that she has been afforded a reasonable time to read and review the terms of this Agreement, and that Executive is voluntarily entering into this Agreement with full knowledge and understanding of its provisions and effects. Executive understands and agrees that she is waiving rights or claims, including, but not limited to, possible claims under the ADEA, in exchange for consideration in addition to anything of value to which Executive is already entitled. Executive agrees that this Agreement shall not be deemed void or avoidable by claims of duress, deception, mistake of fact, or otherwise. Nor shall the principle of construction whereby all ambiguities are to be construed against the drafter be employed in the interpretation of this Agreement. There is absolutely no agreement or reservation that is not clearly expressed in this Agreement. This Agreement should not be construed for or against any party. Executive further acknowledges that she has been given at least twenty-one (21) days within which to consider this Agreement and that if Executive decides to execute this Agreement before the twenty-one (21) day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period. Executive acknowledges and agrees that changes made to this Agreement, whether or not material, do not restart the aforementioned twenty-one (21) day period. Executive also acknowledges that she has seven (7) days following her execution of this Agreement to revoke acceptance of this Agreement, with the Agreement not becoming effective until the revocation period has expired without Executive having revoked. Executive acknowledges that to be effective any revocation must be in writing, signed by the Executive, and received by OraSure prior to the expiration of the revocation date. If Executive chooses to revoke her acceptance of this Agreement, she should provide written notice to: General Counsel Chief Executive Officer OraSure Technologies, Inc. 000 200 Xxxx Xxxxx Xxxxxx XxxxxxxxxBethlehem, Xxxxxxxxxxxx 00000Pennsylvania 18015

Appears in 1 contract

Samples: Employment Agreement (Orasure Technologies Inc)

Advice of Counsel; Revocation Period. Executive is Pursuant to, and in compliance with, the OWBPA, Employee hereby acknowledges that Employee has been advised to seek the advice of independent counsel. Executive Employee agrees and acknowledges that she the consideration provided to Employee under this Agreement is in addition to anything of value to which Employee is already entitled. Employee acknowledges that Employee is acting of her Employee’s own free will, that she Employee has been afforded a reasonable time to read and review the terms of this the Agreement, especially the release set forth in Section 3), and that Executive Employee is voluntarily entering into this Agreement with full knowledge and understanding of its provisions and effects. Executive understands and agrees that she is waiving rights or claims, including, but not limited to, possible claims under the ADEA, in exchange for consideration in addition to anything of value to which Executive is already entitled. Executive agrees Employee intends that this Agreement shall not be deemed void or avoidable by claims of subject to any claim for duress, deception, mistake of fact, or otherwise. Nor shall the principle of construction whereby all ambiguities are to be construed against the drafter be employed in the interpretation of this Agreement. There is absolutely no agreement or reservation that is not clearly expressed in this Agreement. This Agreement should not be construed for or against any party. Executive . a. Employee further acknowledges that she Employee has been given at least twenty-one (21) days following receipt of this Agreement within which to consider this Agreement and that if Executive Employee decides to execute this Agreement before the twenty-one (21) one-day period has expired, Executive Employee does so voluntarily and waives the opportunity to use the full review period. Executive acknowledges and agrees that changes made to this Agreement, whether or not material, do not restart the aforementioned twenty-one (21) day period. Executive Employee also acknowledges that she Employee has seven (7) days following her Employee’s execution of this Agreement to revoke acceptance of this the Agreement, with the . This Agreement will not becoming become effective until the revocation period has expired without Executive having revoked. Executive acknowledges that to be effective any revocation must be in writing, eighth (8th) calendar day after the date it is signed by Employee. If Employee revokes Employee’s consent within such seven (7) calendar day period, the ExecutiveCompany’s offer of the payments and benefits set forth in Section 2 shall be null and void, and received by OraSure prior to Section 3 shall be of no force or effect. Employee acknowledges that, absent the expiration of the revocation date. If Executive chooses to revoke her acceptance execution of this Agreement, she should provide written notice to: General Counsel OraSure TechnologiesEmployee would not be entitled to the payments set forth in Section 2. Employee acknowledges that the Company has not made any warranties or representations to Employee with respect to the tax consequences associated with Company Options and is in no manner relying on the Company or its representatives for an assessment of such tax consequences. Employee is advised to consult with his or her own tax advisor with respect to such tax consequences. b. If employee executes this Agreement prior to the Separation Date, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxthis Agreement shall be re-executed where indicated below on or following the Separation Date (but no later than the later of (i) twenty-one days following receipt of this Agreement and (ii) seven (7) days following the Separation Date). If this Agreement is not re-executed within such period, Xxxxxxxxxxxx 00000or if Employee revokes Employee’s re-execution within the seven (7) calendar day period after re-execution, the Company’s offer of the payments and benefits set forth in Section 2 shall be null and void. The decision to re-execute this Agreement in no way affects Employee’s prior release of claims under this Agreement. By Employee’s re-execution of this Agreement, the releases set forth in Section 3 shall be deemed to extend from the date on which Employee first executes this Agreement to the date on which Employee re-executes this Agreement.

Appears in 1 contract

Samples: Separation Agreement (Idera Pharmaceuticals, Inc.)

Advice of Counsel; Revocation Period. Executive is hereby advised to seek the advice of counsel. Executive acknowledges that she is acting of her own free will, that she has been afforded a reasonable time to read and review the terms of this Agreement, and that Executive is voluntarily entering into this Agreement with full knowledge and understanding of its provisions and effects. Executive understands and agrees that she is waiving rights or claims, including, but not limited to, possible claims under the ADEA, in exchange for consideration in addition to anything of value to which Executive is already entitled. Executive agrees that this Agreement shall not be deemed void or avoidable by claims of duress, deception, mistake of fact, or otherwise. Nor shall the principle of construction whereby all ambiguities are to be construed against the drafter be employed in the interpretation of this Agreement. There is absolutely no agreement or reservation that is not clearly expressed in this Agreement. This Agreement should not be construed for or against any party. Executive further acknowledges that she has been given at least twenty-one (21) days within which to consider this Agreement and that if Executive decides to execute this Agreement before the twenty-one (21) day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period. Executive acknowledges and agrees that changes made to this Agreement, whether or not material, do not restart the aforementioned twenty-one (21) day period. Executive also acknowledges that she has seven (7) days following her execution of this Agreement to revoke acceptance of this Agreement, with the Agreement not becoming effective until the revocation period has expired without Executive having revoked. Executive acknowledges that to be effective any revocation must be in writing, signed by the Executive, and received by OraSure prior to the expiration of the revocation date. If Executive chooses to revoke her acceptance of this Agreement, she should provide written notice to: General Counsel OraSure Technologies, Inc. 000 200 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000

Appears in 1 contract

Samples: Employment Agreement (Orasure Technologies Inc)

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Advice of Counsel; Revocation Period. (a) Executive is hereby acknowledges that he has been advised to seek the advice of independent counsel. Executive acknowledges that she Executive is acting of her his own free will, that she Executive has been afforded a reasonable time to read and review the terms of this the Agreement, especially the release set forth in Section 4 herein, and that Executive is voluntarily entering into this Agreement with full knowledge and understanding of its provisions and effects. Executive understands and agrees that she is waiving rights or claims, including, but not limited to, possible claims under the ADEA, in exchange for consideration in addition to anything of value to which Executive is already entitled. Executive agrees intends that this Agreement shall not be deemed void or avoidable by claims of subject to any claim for duress, deception, mistake of fact, or otherwise. Nor shall the principle of construction whereby all ambiguities are to be construed against the drafter be employed in the interpretation of this Agreement. There is absolutely no agreement or reservation that is not clearly expressed in this Agreement. This Agreement should not be construed for or against any party. Executive further acknowledges that she Executive has been given at least twentyforty-one five (2145) days within which to consider this Agreement (including the Older Workers Benefit Protection Act disclosure attached hereto as Exhibit B) and that if Executive decides to execute this Agreement before the twentyforty-one (21) five day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period. Executive acknowledges and agrees that changes made to this Agreement, whether or not material, do not restart the aforementioned twenty-one (21) day period. Executive also acknowledges that she Executive has seven (7) days following her his execution of this Agreement to revoke acceptance of the Agreement. This Agreement will not become effective until the eighth (8th) calendar day after the date it is executed. If Executive revokes Executive’s consent within such seven (7) calendar day period, the Company’s offer of the payments and benefits set forth in Section 3 above shall be null and void, and Section 4 above shall be of no force or effect. Executive acknowledges that, absent the execution of this Agreement, with Executive would not be entitled to the payments and benefits set forth in Section 3. (b) Notwithstanding anything in this Agreement not becoming effective until to the revocation period has expired without contrary, Executive having revokedmust again re-execute this Agreement following the expiration of the Consulting Period in order to be entitled to the payments and benefits in Paragraph 3(b). Executive acknowledges that to be effective any revocation must be in writing, signed by the Executive, and received by OraSure prior to Executive has been given at least twenty-one (21) days following the expiration of the revocation dateConsulting Period within which to consider this Agreement and that if Executive decides to re-execute this Agreement before the twenty-one day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period; provided, however, that Executive may not re-execute this Agreement prior to the end of the Consulting Period. Executive also acknowledges that Executive has seven (7) days following his re-execution of this Agreement to revoke his re-execution of the Agreement. This Agreement will not become effective until the eighth (8th) calendar day after the date it is re-executed by Executive. If Executive chooses revokes his consent within such seven (7) calendar day period, the Company’s offer of the payments and benefits set forth in Section 3(b) above shall be null and void. Executive’s failure to revoke her acceptance re-execute this Agreement under this Section 14(b) on or within twenty-one (21) days following the end of the Consulting Period in no way affects Executive’s prior release of claims under this Agreement. By Executive’s re-execution of this Agreement, she should provide written notice to: General Counsel OraSure Technologiesthe release set forth in Paragraph 4 shall be deemed to cover any Claims which Executive has, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxmay have had, Xxxxxxxxxxxx 00000or thereafter may have against the Company or any other Releasee by reason of any matter, cause or thing whatsoever arising from the beginning of time until the date on which Executive re-executes this Agreement.

Appears in 1 contract

Samples: Separation Agreement (2U, Inc.)

Advice of Counsel; Revocation Period. (a) Executive is hereby acknowledges that he has been advised to seek the advice of independent counsel. Executive acknowledges that she Executive is acting of her his own free will, that she Executive has been afforded a reasonable time to read and review the terms of this the Agreement, especially the release set forth in Section 4 herein, and that Executive is voluntarily entering into this Agreement with full knowledge and understanding of its provisions and effects. Executive understands and agrees that she is waiving rights or claims, including, but not limited to, possible claims under the ADEA, in exchange for consideration in addition to anything of value to which Executive is already entitled. Executive agrees intends that this Agreement shall not be deemed void or avoidable by claims of subject to any claim for duress, deception, mistake of fact, or otherwise. Nor shall the principle of construction whereby all ambiguities are to be construed against the drafter be employed in the interpretation of this Agreement. There is absolutely no agreement or reservation that is not clearly expressed in this Agreement. This Agreement should not be construed for or against any party. Executive further acknowledges that she Executive has been given at least twenty-one (21) days within which to consider this Agreement and that if Executive decides to execute this Agreement before the twenty-one (21) day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period. Executive acknowledges and agrees that changes made to this Agreement, whether or not material, do not restart the aforementioned twenty-one (21) day period. Executive also acknowledges that she Executive has seven (7) days following her his execution of this Agreement to revoke acceptance of the Agreement. This Agreement will not become effective until the eighth (8th) calendar day after the date it is executed. If Executive revokes his consent within such seven (7) calendar day period, the Company’s offer of the payments and benefits set forth in Section 3 above shall be null and void, and Section 4 above shall be of no force or effect. Executive acknowledges that, absent the execution of this Agreement, with Executive would not be entitled to the payments and benefits set forth in Section 3. (b) Notwithstanding anything in this Agreement not becoming effective until to the revocation period has expired without contrary, Executive having revokedmust again re-execute this Agreement following the expiration of the Consulting Period in order to be entitled to the payments and benefits in Paragraph 3(b). Executive acknowledges that to be effective any revocation must be in writing, signed by the Executive, and received by OraSure prior to Executive has been given at least twenty-one (21) days following the expiration of the revocation date. If Consulting Period within which to consider this Agreement and that if Executive chooses decides to revoke her acceptance re-execute this Agreement before the twenty-one day period has expired, Executive does so voluntarily and waives the opportunity to use the full review period; provided, however, that Executive may not re-execute this Agreement prior to the end of this Agreement, she should provide written notice to: General Counsel OraSure Technologies, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000the Consulting

Appears in 1 contract

Samples: Separation, Consulting and Release Agreement (2U, Inc.)

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