Consideration Acknowledgement Clause Samples

Consideration Acknowledgement. The parties agree that AMS’s promises in Section 2 are in full, final and complete settlement of all claims Employee may have against AMS, its affiliates, past and present officers, directors, employees, agents, successors and assigns, and exceed those to which Employee otherwise would be entitled absent his promises in this Agreement.

Consideration Acknowledgement. Employee acknowledges and agrees that (i) the continued employment, the 2022 Bonus, the Severance Payment, the COBRA Benefit, the Outplacement Benefit, the Equity Award Benefit and the Consulting Arrangement (collectively, the “Severance Package”) set forth in Paragraph 2 above exceed any amount to which Employee would otherwise be entitled upon termination of employment without providing a release of claims; (ii) the Severance Package is in full satisfaction of the Company’s obligations under the Employment Agreement and the Guidelines; and (iii) Employee has continuing obligations under the Employment Agreement (including, but not limited to Section 7 of the Employment Agreement) which are not in any way superseded by the terms of this Agreement and for the avoidance of doubt, the number of months referenced in Section 7(a)(i) of the Employment Agreement is twelve. It is also understood and agreed that the Company will not seek to disqualify Employee from receiving unemployment compensation benefits for which he may otherwise be entitled and that for purposes of such unemployment benefits, Employee’s separation from employment shall be treated as a termination without cause. The Company does not control the ultimate determination for an award of unemployment benefits, and it will respond truthfully to requests for information from the appropriate state agency. The Company will not appeal any award of unemployment compensation to Employee.

Consideration Acknowledgement. The operational history of the Company has created over time substantial goodwill (proprietary information, customer contacts, etc.) that is currently used in the Business and will be transferred to Purchaser as part of the membership interest purchase transaction contemplated by this Agreement. Consequently, the Purchaser wants to assure that the Sellers will abide by the restrictive covenants set forth in this Article 8. The Sellers also acknowledge that they will each directly and indirectly receive substantial benefits from the consummation of the transaction contemplated by this Agreement and that such consideration is the consideration for the transfer of the goodwill and the promises and covenants herein. The Sellers hereby acknowledge that such benefits are good and adequate consideration for the promises and covenants granted by it hereunder.

Consideration Acknowledgement. Executive acknowledges and agrees that the consideration described in Sections 2, 3, 4 and 5 of this Agreement fully satisfies any obligation that the Company had to pay Executive wages, severance or any other compensation for any of the services that Executive rendered to the Company or under any employment agreement (including, without limitation, the Employment Agreement) or policy, that the amount paid is in excess of any disputed wage claim, if any, that Executive may have. To the extent any wage dispute exists, Executive specifically acknowledges that the consideration paid shall be deemed to be paid first in satisfaction of any disputed wage claim with the remainder sufficient to act as consideration for the release of claims set forth herein, and that Executive has not earned and is not entitled to receive any additional wages or other form of compensation from the Company.