AND IT IS FURTHER UNDERSTOOD Sample Clauses

AND IT IS FURTHER UNDERSTOOD. AND AGREED that the Releasor does hereby agree to indemnify and save harmless the Releasee against any and all liability, taxes, penalties, interest, demands, costs or expenses that it may hereinafter incur, suffer, or be required to pay, in excess of the amounts withheld in connection with the payments to the Releasor, by way of statutorily required deductions to Revenue Canada, Taxation (on account of Income Tax and Canada Pension) or to Human Resources Development Canada (on account of Employment Insurance Benefit repayment), attributable to the sums paid pursuant to the Employment Agreement.
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AND IT IS FURTHER UNDERSTOOD. AND AGREED that this release is contractual and not a mere recital.
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AND IT IS FURTHER UNDERSTOOD. AND AGREED that the covenants, conditions and agreements herein contained are binding of the parties hereto, their successors, assigns and legal representatives.
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AND IT IS FURTHER UNDERSTOOD. AND AGREED that for the consideration expressed herein, if Mackenzie commences any proceedings against any other person, company or other legal entity, which proceedings are in consequence of or in any way arise out of or are in any way connected with Mackenzie's role as an employee, director and/or officer of any Member of the Pine Valley Group up to and including December 31, 2003, and that other person, company or other legal entity claims against the Pine Valley Group or any Member of the Pine Valley Group in respect of Mackenzie's claim, then Mackenzie will indemnify and save harmless the Pine Valley Group and each Member of the Pine Valley Group in respect of any such claim or liability in respect thereof; AND IT IS FURTHER UNDERSTOOD AND AGREED that for the consideration expressed herein, no Member of the Pine Valley Group will make any further claim or take any proceedings whatsoever, which claim or proceedings are in consequence of or in any way arise out of or are in any way connected with Mackenzie's role as an employee, director and/or officer of any Member of the Pine Valley Group at any time up to and including December 31, 2003, against Mackenzie or any other person, company or other legal entity which might result in a claim for contribution, indemnity or otherwise in respect of the subject matter of this Mutual Settlement and Release;
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AND IT IS FURTHER UNDERSTOOD. AND AGREED that for the consideration expressed herein, if any Member of the Pine Valley Group commences any proceedings against any other person, company or other legal entity, which proceedings are in consequence of or in any way arise out of or are in any way connected with Mackenzie's role as an employee, director and/or officer of any Member of the Pine Valley Group up to and including December 31, 2003, and that other person, company or other legal entity claims against Mackenzie in respect of the such claim by a Member of the Pine Valley Group, then the Pine Valley Group will indemnify and save harmless Mackenzie in respect of any such claim or liability in respect thereof; AND IT IS FURTHER UNDERSTOOD AND AGREED that the settlement expressed herein shall not constitute or be construed as an admission of liability by any Member of the Pine Valley Group or Mackenzie; AND IT IS FURTHER UNDERSTOOD AND AGREED that the Shares are subject to trading restrictions imposed under securities laws and stock exchange policies applicable to Pine Valley Mining Corporation as a reporting issuer in British Columbia having its Common shares listed for trading on the TSX Venture Exchange, and that the certificates representing the Shares will bear legends describing such restrictions; AND FURTHER FOR THE CONSIDERATION AFORESAID, the Pine Valley Group and Mackenzie hereby acknowledge and agree that the facts relating to the events with respect to which this Mutual Settlement and Release is given may prove to be different from the facts as they are now understood or believed to be by the Pine Valley Group and Mackenzie. The Pine Valley Group and Mackenzie hereby accept and assume the risk of the facts being different and agree that this Mutual Settlement and Release shall be in all respects enforceable and not subject to termination, rescission or variation by reason of any discovery or revelation of any difference in facts; AND FURTHER FOR THE CONSIDERATION AFORESAID, each Member of the Pine Valley Group and Mackenzie hereby represents, warrants and acknowledges to the other parties hereto that this Mutual Settlement and Release has been executed voluntarily after having received independent legal advice; AND IT IS FURTHER UNDERSTOOD AND AGREED that, notwithstanding any of the foregoing, nothing in this Mutual Settlement and Release will have the effect of limiting, or be interpreted as being a waiver by Mackenzie of, all or any part of Mackenzie's: (i) rights in his c...
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Related to AND IT IS FURTHER UNDERSTOOD

  • NOW IT IS HEREBY AGREED as follows:

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • NOW THEREFORE, IT IS AGREED Transnet hereby appoints the Service Provider to provide, and Transnet undertakes to accept the supply of Goods / provision of Services provided for herein, as formally agreed between the Parties and in accordance with the Schedule of Requirements / Work Orders issued as a schedule to this Agreement; and

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • OTHER IMPORTANT TERMS 19.1 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking of this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you do not pay us an amount when it is due and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date. 19.2 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the sections of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect. 19.3 We may transfer this agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation including within our group of companies. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may end our Agreement by closing your Profile by contacting us via the details set out in section 10.4. 19.4 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this Agreement to another person if we expressly agree to this in writing. We may not be able to agree to this as doing so may likely put us in breach of our legal and regulatory obligations (including our obligations to comply with anti-money laundering laws). 19.5 Other people that may have rights under this contract. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in sections 13 (Compensation you may owe us). 19.6 The meaning of certain words and phrases not defined elsewhere:

  • Prior Understandings This Agreement supersedes all prior understandings and agreements (whether written, oral or otherwise) pertaining to the subject matter hereof, and constitutes the entire agreement between the parties hereto relating to the subject matter hereof and the transactions provided for herein.

  • Prior Understanding This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

  • Other Rights and Remedies Not Affected The indemnities in this clause 27 are in addition to, and without prejudice to, the rights and remedies of each party under this Agreement or under statute or in law, equity, or otherwise.

  • and 5 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.)

  • General Legal Terms 11.1 If any court of law having the jurisdiction to decide on this matter rules that any provision of this License Agree- ment is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable. 11.2 This License Agreement and your relationship with JetBrains under this License Agreement are governed by laws of Czech Republic. All disputes arising from the present License Agreement and/or in connection with it shall be finally decided with the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic by three arbitrators in accordance with the Rules of that Arbitration Court.

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