Consideration and Acknowledgements Sample Clauses

Consideration and Acknowledgements. Employee acknowledges and agrees that the covenants described in this Section 8 are essential terms of this Agreement and that the Agreement would not be entered into by Employer in the absence of the covenants described herein. Employee acknowledges and agrees that the covenants set forth in this Section are necessary for the protection of the business interests of Employer. Employee further acknowledges that these covenants are supported by adequate consideration as set forth elsewhere in this employment Agreement, that full compliance with these covenants will not prevent Employee from earning a livelihood following the termination of his employment, and that these covenants do not place undue restraint on Employee and are not in conflict with any public interest. Employee acknowledges and agrees that the covenants set forth in this Section 8 are reasonable and enforceable in every respect under applicable law.
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Consideration and Acknowledgements. The parties acknowledge that the provisions and covenants contained in this Agreement are ancillary and material to, and in consideration of, the employment letter agreement effective as of September 29, 2008 between the parties and that the limitations contained herein are reasonable in geographic and temporal scope and do not impose a greater restriction or restraint than is necessary to protect the goodwill and other legitimate business interests of the Company. The parties also acknowledge and agree that the provisions of this Agreement do not adversely affect the Executive’s ability to earn a living in any capacity that does not violate the covenants contained herein. The parties further acknowledge and agree that the provisions of Section 9 (a) below are accurate and necessary because (i) this Agreement Is entered into in the State of Ohio, (ii) Ohio has a substantial relationship to the parties and to this transaction, (iii) Ohio is the headquarters state of the Company, which has operations worldwide and has a compelling interest in having its employees treated uniformly, (iv) the use of Ohio law provides certainty to the parties in any covenant litigation in the United States, and (v) enforcement of the provisions of this Agreement would not violate any fundamental public policy of Ohio or any other jurisdiction.
Sample 1Sample 2See All (12)
Consideration and Acknowledgements. Executive agrees that this Article II has been negotiated on an arms-length basis between the parties and represents material consideration relative to this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily after being given the opportunity to consult with independent counsel and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is necessary for the protection of the Confidential Information, business strategies, employee and customer relationships and goodwill of the Company, and its subsidiaries and affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area and Executive’s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents while complying with the restrictive covenants contained in Sections 2.01, 2.02 and 2.03.
Sample 1Sample 2See All (10)
Consideration and Acknowledgements. Executive acknowledges and agrees that the covenants described in this Section 8 are essential terms of this Agreement and that this Agreement would not be entered into by the Company in the absence of the covenants described herein. Executive acknowledges and agrees that the covenants set forth in this Section are necessary for the protection of the business interests of the Company. Executive further acknowledges that these covenants are supported by adequate consideration as set forth elsewhere in this Agreement, that full compliance with these covenants will not prevent Executive from earning a livelihood following the termination of his employment, and that these covenants do not place undue restraint on Executive and are not in conflict with any public interest. Executive acknowledges and agrees that the covenants set forth in this Section 8 are reasonable and enforceable in every respect under applicable law.
Sample 1Sample 2Sample 3See All (4)
Consideration and Acknowledgements. The parties acknowledge that the provisions and covenants contained in this Agreement are ancillary and material to, and in consideration of, the letter agreement concerning Executive’s retirement dated June 10, 2014 (the “Letter Agreement”) and that the limitations contained herein are reasonable in geographic and temporal scope and do not impose a greater restriction or restraint than is necessary to protect the goodwill and other legitimate business interests of the Company.
Sample 1
Consideration and Acknowledgements. Consultant acknowledges and agrees that the covenants described in this Section 2 are essential terms of this Agreement and that this Agreement would not be entered into by the Company in the absence of the covenants described herein. Consultant acknowledges and agrees that the covenants set forth in this Section are necessary for the protection of the business interests of the Company. Consultant further acknowledges that these covenants are supported by adequate consideration as set forth elsewhere in this Agreement and that these covenants do not place undue restraint on Consultant and are not in conflict with any public interest. Consultant acknowledges and agrees that the covenants set forth in this Section 2 are reasonable and enforceable in every respect under applicable law.
Sample 1
Consideration and Acknowledgements. The Company acknowledges and agrees that, pursuant to the Funding and Letter of Credit Agreement, (i) the Purchase Price shall be delivered by Purchaser directly to the Trust Account, (ii) the Purchase Price shall be deemed to satisfy the Company’s obligation to make a Deposit pursuant to the terms of that certain Stock Purchase Agreement (the “Stock Purchase Agreement”) entered into on December ___, 2009 by and between the Company and the Sellers (as defined in the Stock Purchase Agreement) of SW Signal, Inc., a Florida corporation (the “Target”), and (iii) the Purchase Price, although delivered to the Trust Account, is a material benefit to the Company as if it had been delivered directly to the Company.
Sample 1
AutoNDA by SimpleDocs
Consideration and Acknowledgements. Consultant acknowledges and agrees that the covenants described in this Section 2 are essential terms of this Agreement and that this Agreement would not be entered into by the Company in the absence of the covenants described herein. Consultant acknowledges and agrees that the covenants set forth in this Section are necessary for the protection of the business interests of the Company. Consultant further acknowledges that these covenants are supported by adequate consideration as set forth elsewhere in this Agreement, that full compliance with these covenants will not prevent Consultant from earning a livelihood following the termination of Section 1, and that these covenants do not place undue restraint on Consultant and are not in conflict with any public interest. Consultant acknowledges and agrees that the covenants set forth in this Section 2 are reasonable and enforceable in every respect under applicable law.
Sample 1

Related to Consideration and Acknowledgements

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Additional Agreements and Acknowledgements of the Purchaser (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “

  • Reaffirmations and Acknowledgments Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with respect to the Debt now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranties.

  • Agreements and Acknowledgements Regarding Hedging Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

  • Waivers and Acknowledgments (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.

  • Acceptance and Acknowledgment By accepting this Agreement, the Participant:

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

  • Representations, Warranties and Acknowledgments (a) The Buyer hereby represents and warrants to Seller that:

Time is Money Join Law Insider Premium to draft better contracts faster.