Executive’s Acknowledgement. The Executive acknowledges (i) that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and (ii) that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.
Executive’s Acknowledgement. EXECUTIVE ACKNOWLEDGES THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND HIM/HER RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED IN IT (INCLUDING THE AGREEMENTS SET FORTH AS EXHIBITS) AND THAT HE/SHE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT (INCLUDING THE AGREEMENTS SET FORTH AS EXHIBITS), THAT HE/SHE UNDERSTANDS ALL OF SUCH AGREEMENTS, AND THAT HE/SHE HAS BEEN GIVEN THE OPPORTUNITY TO DISCUSS SUCH AGREEMENTS WITH HIS/HER PRIVATE LEGAL COUNSEL AND HAS AVAILED HIMSELF/HERSELF OF THAT OPPORTUNITY TO THE EXTENT HE/SHE WISHED TO DO SO. EXECUTIVE UNDERSTANDS THAT THE DISPUTE RESOLUTION PROVISIONS OF THIS AGREEMENT GIVE UP THE RIGHT TO A JURY TRIAL ON MATTERS COVERED BY THEM.
Executive’s Acknowledgement. Executive acknowledges and agrees that (i) the restrictive covenants in this Section 6 are reasonable in time, territory and scope, and in all other respects and (ii) should any part or provision of any covenant herein be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. The restrictive covenants contained herein shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of these covenants.
Executive’s Acknowledgement. The Executive acknowledges that he fully understands the terms of this Agreement, that he knowingly and voluntarily, of his own free will without any duress, being fully informed and after due deliberation, accepts its terms as his own free act. The Executive further acknowledges that he has had the opportunity to seek the advice of counsel in connection with his entry into this Agreement.
Executive’s Acknowledgement. Executive acknowledges, represents and agrees that:
(a) Executive has read and understands the terms of this Agreement and Executive’s obligations hereunder, and Executive agrees to abide by the terms of this Agreement.
(b) Executive has had the opportunity to be represented by legal counsel of his choosing in preparing, negotiating, executing and delivering this Agreement.
(c) In connection with this Agreement and Executive’s employment under this Agreement, other than as expressly stated in this Agreement, the Company makes and has made no promises or representations concerning future promotions, compensation, or other terms and conditions of employment, and by accepting employment under this Agreement, Executive has not relied upon or been induced to accept employment with the Company on the basis of any such promises or representations.
(d) The execution of this Agreement by Executive and his employment by the Company and the performance of his duties herewith will not violate or breach any agreement with a former employer, client or any other person or entity. Executive has not entered into, and Executive agrees that he will not enter into, any agreement, either written or oral, which is in conflict with this Agreement.
Executive’s Acknowledgement. Executive knowingly and voluntarily, ---------------------------- of his own free will without any duress, being fully informed and after due deliberation, accepts the terms of this Agreement, including without limitation, the releases set forth in this Section 4, and signs the same as his own free act. Executive understands that as a result of executing this Agreement, Executive will not have the right to assert that the Company unlawfully terminated his employment or violated any of his rights.
Executive’s Acknowledgement. It is the express intention of Executive and Employer to comply with sections 15.50 et seq. of the Texas Business and Commerce Code in effect as of the date of execution hereof. Executive stipulates that the provisions of this Agreement are not oppressive or overly burdensome to Executive and will not prevent Executive from earning an income following termination of this Agreement. Executive warrants and represents that:
a. Executive is familiar with non-compete and non-solicitation covenants;
b. Executive has discussed or acknowledges the opportunity to discuss the provisions of the non-compete and non-solicitation covenants contained herein with Executive's attorney and has concluded that such provisions (including, without limitation, the right to equitable relief and the length of time provided for herein) are fair, reasonable and just under the circumstances;
c. Executive is fully aware of the obligations, limitations and liabilities included in the non-compete and non-solicitation covenants contained in this Agreement;
d. The scope of activities covered hereby are substantially similar to those activities to be performed by Executive under this Agreement;
e. The non-compete and non-solicitation periods in Section 10 and Section 11 are reasonable restrictions, giving consideration to the following factors:
(1) Executive and Employer reasonably anticipate that this Agreement, although terminable under certain provisions, will continue in effect for sufficient duration to allow Executive to attain superior bargaining strength and an ability for unfair competition with respect to the customers covered hereby; (2) the duration of such non-compete and non-solicitation periods is a reasonably necessary period to allow Employer to restore its position of equivalent bargaining strength and fair competition with respect to those customers covered hereby; and (3) historically, employees of all types have remained with Employer for a duration of longer than the duration of such non-compete and non-solicitation periods; and
f. The limitations contained in this Agreement with respect to geographic area, duration and scope of activity are reasonable; however, if any court shall determine that the geographic area, duration or scope of activity of any restriction contained in this Agreement is unenforceable, it is the intention of the parties that such restrictive covenants set forth herein shall not thereby be terminated, but shall be deemed amended to the extent re...
Executive’s Acknowledgement. Executive hereby expressly acknowledges that (a) the restrictions and obligations set forth in and imposed under this Section 5 will not prevent him from obtaining gainful employment in his field of expertise or cause him undue hardship in that there are numerous other employment and business opportunities available to him that are not affected by the restrictions and other obligations imposed hereunder that are not affected by the foregoing, and (b) in view and consideration of the substantial benefits he is receiving from JBSS on the date hereof pursuant to the Stock Purchase Agreement and the current and future rights, options and benefits granted by JBSS to him pursuant to the Convertible Debenture and Registration Rights Agreement, the restrictions and obligations imposed on him under this Section 5 are reasonable and necessary to protect the legitimate business interests of Sunshine and JBSS and that any violation thereof would result in irreparable damage to JBSS and/or Sunshine.
Executive’s Acknowledgement. Executive acknowledges that by virtue of his employment with the Company, Executive has acquired, and will continue to have access to and acquire Confidential Information. Executive further acknowledges and agrees that:
(a) the Confidential Information has been and will continue to be obtained, developed and protected from disclosure at significant effort or cost to the Company Group and is commercially valuable;
(b) the Confidential Information is the exclusive property of the Company Group; and
(c) the Company Group have the right to maintain the confidentiality of the Confidential Information and that use or disclosure, either directly or indirectly, of the Confidential Information by or to anyone, but particularly to the public or competitors of the Company Group, could be highly detrimental to the interests of the Company Group.
Executive’s Acknowledgement. The Company shall provide Executive access to Confidential Information (as defined below) for use only during the term of his employment hereunder, and Executive acknowledges and agrees that the Company and its affiliates will be entrusting Executive, in Executive's unique and special capacity, with developing the goodwill of the Company and its affiliates, and in consideration thereof and in consideration of the Company providing Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and continue to employ Executive, Executive has voluntarily agreed to the covenants set forth in this Section 10. For purposes of this Agreement, "Business" means the provision of investment management, investment advisory, portfolio management, financial analysis, research or similar services relating to the investment of international or domestic equity or debt securities or other activities or services of the type provided by the Company or its affiliates to its clients on a worldwide basis including, without limitation, open-end and closed-end, registered and unregistered, investment companies ("Funds"), and the direct and indirect sale and/or distribution of equity interests in the Funds; and "Competing Activity" or "Competing Activities" means engaging in the Business. Executive further acknowledges that:
(i) the Company is and will be engaged in the Business during the Term and thereafter;
(ii) Executive will occupy a position of trust and confidence with the Company and will become familiar during the Term with the Company's trade secrets and other proprietary and Confidential Information concerning the Company and the Business;
(iii) the agreements and covenants contained in this Section 10 are essential to protect the Company, its client relationships and the goodwill of the Business and compliance with such agreements and covenants will not impair Executive's ability to procure subsequent and comparable employment; and
(iv) Executive's employment with the Company provides special, unique and extraordinary value to the Company and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Agreement.
