Code Section 1542 Sample Clauses

Code Section 1542. In consideration of the agreements set forth herein and the Severance Payments, Mikox xxxees that upon termination by the Company of his employment with the Company he shall resign as a director of the Board.

Code Section 1542. Buyer agrees that its sole recourse from the Equityholders, if any, with respect to the actual or alleged Release of Hazardous Substances on, under or from any Real Property or any violation of Environmental Laws by the Company shall be indemnification under this Section 10.1(b)(iv); (v) any Tax liability of the Company (which is not reflected in the reserve for Tax liability on the face of the Statement of Tangible Net Book Value (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income)) for any Pre-Closing Period; (vi) any Closing Exceptions that are not Noticed Events (as defined below) and any additions or modifications to the Disclosure Schedule that are delivered in accordance with Section 11.5 and are not Noticed Events; and (vii) any circumstance, event or change in the Company or the Business (which may or may not also be a Closing Exception) that is described in a notice delivered by the Company pursuant to Section 9.1(d)(i) of this Agreement (each such circumstance, event or change, a "Noticed Event"), but only to the extent that the Damages arising from all Noticed Events in the aggregate are equal to or less than $2,000,000, it being understood that Damages arising from Noticed Events in excess of $2,000,000 arising therefrom are not subject to indemnification. (c) Subject to the limitations provided in this Article X, the Newco Shareholders, pro rata according to their respective Newco Shareholder Percentage Interests as set forth in Exhibit A attached hereto, shall, as principal obligors and not as guarantors or sureties, on a several and not joint and several basis, indemnify, hold harmless and defend the Buyer Indemnitees in respect of any and all Damages reasonably incurred by any Buyer Indemnitee as a result of any Tax liability for any Pre-Closing Period (computed without offset for the carryback of any Post-Closing Period losses) which has not been (i) reflected on the Closing Date as a decrease to the Purchase Price under Section 2.6 of this Agreement or (ii) paid to Buyer following the Closing Date pursuant to Section 2.6 or Section 6.10(c) of this Agreement. (d) Notwithstanding any contrary provision of this Agreement or any certificate, agreement or other document, no Equityholder shall have any obligation under this Section 10.1 (other than Basket Excluded Claims) unless and until the aggregate amount of Damages incurred for which Buyer Indemnitees are entitled to be indemni...

Code Section 1542. (h) Notwithstanding any provision of this Agreement to the contrary, to the extent any Newco Shareholder has any liability to any Buyer Indemnitee under this Section 10.1 which has not been satisfied by offset against the Seller Note executed in favor of such Newco Shareholder in accordance with Section 10.8, such Buyer Indemnitee shall be entitled to recover such liability solely from Carlyle Partners II, L.P., who shall be liable for all remaining liabilities of the Newco Shareholders subject to the limitations set forth herein, and no other Newco Shareholder shall have any liability or obligation to any Buyer Indemnitee with respect to such remaining Liabilities to the extent Carlyle Partners II, L.P. has satisfied such liability to such Buyer Indemnitee.

Code Section 1542. The Executive acknowledges that the Executive has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Executive, being aware of said Code section, hereby expressly waives any rights the Executive may have thereunder, as well as any other statutes or common law principles of similar effect.

Code Section 1542. The Severance Amount will be paid and the Common Stock held in the deferred compensation account will be released within five (5) business days of the termination of your employment (after accounting for any statutory waiting periods that are applicable) with the Company either without cause or through non-renewal of your Employment Agreement." For purposes of this Section 8 and Section 4, termination for cause shall mean termination for one of the following reasons: dishonesty in performing your duties; willful misconduct; breach of fiduciary duty involving self-dealing or personal profit; intentional material failure to perform duties or abide by Company policies, in each case to the extent such duties or policies have been communicated to you in writing or their existence is otherwise known to you and you have not cured such failure within a reasonable time after written notice of such failure is given to you; conviction, entry of a plea of guilty or nolo contendere in connection with any alleged violation, or any actual violation, of any law, rule, regulation (other than traffic violations or similar offenses) or any cease-and-desist or other court order that would embarrass the Company; involvement in any legal proceeding which, in the opinion of legal counsel to the Company, would be required to be disclosed pursuant to rules and regulations of the Securities and Exchange Commission, other than proceedings under federal bankruptcy laws or state insolvency laws involving entities in which you have less than a fifty percent (50%) interest; any intentional material breach of this Amended and Restated Employment Agreement; non-prescription use of any controlled substance or the use of alcohol or any other non-controlled substance which the Board reasonably determines renders you unfit to serve in your capacity as an officer of the Company; or any intentional act or omission which the Board reasonably determines has a material adverse effect on the public image, reputation or integrity of the Company. Except as provided above, termination for cause shall not include termination on account of job performance failing to meet criteria or expectations of the Board. If you voluntarily resign, or your employment is terminated by the Company for cause, or your employment terminates as a result of your death or disability, you will not be entitled to any severance benefits pursuant to the first paragraph of this Section 8 except as provided in Section 7 with resp...

Related to Code Section 1542

Civil Code Section 1542 The Employee represents that the Employee is not aware of any claims against the Company other than the claims that are released by this Agreement. The Employee acknowledges that the Employee has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows:
California Civil Code Section 1542 Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.
Waiver of California Civil Code Section 1542 Borrower acknowledges that there is a risk that subsequent to the execution of this Agreement it may incur or suffer losses, damages or injuries which are in some way caused by the transactions referred to in the Loan Documents or this Agreement, but which are unknown and unanticipated at the time this Agreement is executed. Borrower does hereby assume the above mentioned risks and agree that this Agreement shall apply to all unknown or unanticipated results of the transactions and occurrences described herein, as well as those known and anticipated, and upon advice of counsel, Borrower does hereby knowingly waive any and all rights and protections under California Civil Code Section 1542 which section has been duly explained and reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Waiver of Civil Code Section 1542 (a) Executive understands and agrees that the release provided herein extends to all Claims released above whether known or unknown, suspected or unsuspected, which may be released as a matter of law. Executive expressly waives and relinquishes any and all rights he/she may have under California Civil Code section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” (b) Executive expressly waives and releases any rights and benefits which he/she has or may have under any similar law or rule of any other jurisdiction. It is the intention of each party through this Agreement to fully, finally and forever settle and release the Claims as set forth above. In furtherance of such intention, the release herein given shall be and remain in effect as a full and complete release of such matters notwithstanding the discovery of any additional Claims or facts relating thereto.
California Civil Code § 1542 It is possible that other claims not known to the Parties arising out of the facts alleged in the Notice and relating to the Products will develop or be discovered. Xxxxxxxx on behalf of himself only, on one hand, and Xxxxxx, on the other hand, acknowledge that this Agreement is expressly intended to cover and include all such claims up through the Effective Date, including all rights of action therefor. The Parties acknowledge that the claims released in §§ 5.1 and 5.2, above, may include unknown claims, and nevertheless waive California Civil Code § 1542 as to any such unknown claims. California Civil Code § 1542 reads as follows:
Code “Code” means the Internal Revenue Code of 1986, as amended.
Code Section 409A (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.
Section 1542 Waiver In giving the general release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of claims, including but not limited to any unknown or unsuspected claims herein.
Code Section 280G In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s benefits under Section 2 of this Agreement shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 3(b) shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 3(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 3(b).
Internal Revenue Code Section 409A The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

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