Full Knowledge and Authority to Sign Sample Clauses

Full Knowledge and Authority to Sign. Other than as stated herein, Employee and Walgreens attest that each of them has the authority to enter into this Agreement (including the provisions set forth on Exhibit A hereto), that no promise or inducement other than as stated herein has been offered for this Agreement, that they are legally competent to execute this Agreement, and that they accept the full responsibility therefor. Walgreens further acknowledges that the individual set forth below has full corporate power and authority to execute this Agreement on behalf of the Company and to bind the Company in all respects. Entered and Agreed to: Dated: January 15, 2014 /s/ Xxxxxx Atkinson______________________ Xxxxxx Xxxxxxxx Walgreen Co. Dated: January 13, 2014 By: /s/ Xxxxxxxx Xxxxxx-Thompson____________ Xxxxxxxx Xxxxxx-Xxxxxxxx
Sample 1
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Full Knowledge and Authority to Sign. Other than as stated herein, Employee and Walgreens attest that each of them has the authority to enter into this Agreement (including the provisions set forth on Exhibit A and Exhibit B and Exhibit C hereto), that no promise or inducement other than as stated herein has been offered for this Agreement, that they are legally competent to execute this Agreement, and that they accept the full responsibility therefor. Walgreens further acknowledges that the individual set forth below has full corporate power and authority to execute this Agreement on behalf of the Company and to bind the Company in all respects. Entered and Agreed to: Dated: __________________ ______________________________________ Xxx X. Xxxxxxxxxx Walgreen Co. Dated: __________________ By: ______________________________________ Xxxxxxxx Xxxxxx-Xxxxxxxx Senior Vice President and CHRO EXHIBIT A Summary for Xxx Xxxxxxxxxx Last Day Worked 10/31/11 Paid Through Date (PTD) 11/30/11 (estimated – will be adjusted based on actual vacation taken) Base Pay Continued at the current rate $45,833.33 per month (gross pay) through Last Day Worked. Fiscal 2011 Bonus Bonus payment will be calculated based on actual performance. Payment at target would be $320,000 (actual earnings for the fiscal year x 60%) to be paid when FY2011 bonuses are paid (the “Bonus”); provided, however, that the Bonus shall be calculated based on the actual performance of the Company for FY2011. Executive Stock Options Options become vested three years after grant date. Forfeit all stock options that are not vested as of the PTD. Exercise vested options by PTD. Grant Date Options Granted Exercise Price Status 8/31/2007 5,325 $45.07 Vested 4/9/2008 7,658 $36.91 Vested 9/1/2008 27,175 $36.43 Will vest 9/1/11 9/1/2009 34,269 $34.04 Not vested 9/1/2010 38,828 $27.69 Not vested Restricted Stock Units RSUs become vested and distributed in shares of Walgreen Co. stock after three-year vesting period (except for special award granted 7/1/2009 which vests over two years). Forfeit all RSUs that are not vested as of the PTD. Grant Date RSUs Status 9/1/2008 7,072.563 Will vest 9/1/11 7/1/2009 4,311.808 Will vest 7/1/11 9/1/2009 8,765.342 Not vested 9/1/2010 9,756.224 Not vested Restricted Stock and Restricted Cash under the Restricted Performance Share Plan (Discontinued Plan) Restricted stock and cash awards are subject to a one year performance vesting period and are paid out over the next four years. Forfeit the portions of awards that are n...
Sample 1
Full Knowledge and Authority to Sign. Other than as stated herein, Employee and Walgreens attest that each of them has authority to enter into this Agreement, that no promise or inducement other than as stated herein has been offered for this Agreement, that they are each legally competent to execute this Agreement, and that they accept the full responsibility therefore. Employee further represents that he is entering into this Agreement voluntarily, with full knowledge of its rights and obligations, and after having been advised to review the Agreement with an attorney. Entered and Agreed to: /s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx Walgreen Co. By: Xxxxxxx X. Xxxxxxx, SVP February 27, 2008 March 3, 2008
Sample 1
Full Knowledge and Authority to Sign. Other than as stated herein, Rein and Walgreens attest that each of them has authority to enter into this Agreement, that no promise or inducement other than as stated herein has been offered for this Agreement, that they are each legally competent to execute this Agreement, and that they accept the full responsibility therefore. Rein further represents that he is entering into this Agreement voluntarily, with full knowledge of its rights and obligations, and after having been advised to review the Agreement with an attorney. Entered and Agreed to: /s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxx Walgreen Co. By: Xxxxxxx X. Xxxxxxx Senior Vice President October 17, 2008 October 17, 2008 Date Date EXHIBIT A NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Exhibit A”) forms a part of the Retirement and Non-Competition Agreement between Xxxxxxx X. Xxxx (“Xxxx”) and Walgreen Co. (the “Retirement Agreement”), and is effective as of October 10, 2008.
Sample 1
Full Knowledge and Authority to Sign. Employee, WBA and Walgreens attest that each of them has the authority to enter into this Agreement (including the provisions set forth on Exhibit A hereto), that no promise or inducement other than as stated herein has been offered for this Agreement, that they are legally competent to execute this Agreement, and that they accept the full responsibility therefor. WBA and Walgreens each further acknowledges that the individuals set forth below have full corporate power and authority to execute this Agreement on behalf of WBA and Walgreens, respectively, and to bind WBA and Walgreens, respectively, in all respects. Entered and Agreed to: Dated: January 9, 2015 /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Dated: January 9, 2015 Walgreen Co. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: President Dated: January 9, 2015 Walgreens Boots Alliance, Inc. By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, Global Chief Legal and Administrative Officer and Corporate Secretary EXHIBIT A
Sample 1
Full Knowledge and Authority to Sign. Other than as stated herein, Employee and Walgreens attest that each of them has the authority to enter into this Agreement (including the provisions set forth on Exhibit A hereto), that no promise or inducement other than as stated herein has been offered for this Agreement, that they are legally competent to execute this Agreement, and that they accept the full responsibility therefor. Walgreens further acknowledges that the individual set forth below has full corporate power and authority to execute this Agreement on behalf of the Company and to bind the Company in all respects. Entered and Agreed to: Dated: August 5, 2014 /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Walgreen Co. Dated: August 5, 2014 By: /s/ Xxxxxxxx Xxxxxx-Xxxxxxxx Xxxxxxxx Xxxxxx-Xxxxxxxx Senior Vice President and CHRO EXHIBIT A Summary of Estimated Benefits for Xxxxxx Xxxxxxxx This is a summary of your separation benefits for which you are eligible. It is only for planning purposes and may change as more current records become available. Last Day Worked (LDW) 12/31/2014 Hire Date 4/16/1983 (31 years) Projected Termination Date * 4/30/15 Age 55 Paid Time Off (“PTO”)* Your accrued unused PTO and banked vacation hours will be paid to you in a lump sum within four (4) weeks of your termination date. Severance $3,300,000.00 (equal to 2X salary plus target bonus, gross amount) Fiscal 2015 Bonus FY 2015 bonus, to be pro-rated based on target through Projected Termination Date, to be paid as soon as practicable following Retirement date. Stock Options Options become vested three years after grant date. Options awarded under the Executive Stock Option Plan: Exercise vested options within 60 months following the Termination Date or prior to expiration date, whichever is earlier. Unvested options continue vesting for a period of 60 months after the Termination Date. These options must be exercised between the vesting date and the end of the 60 month period following the Termination Date. Grant Date Options Granted/ Outstanding Xxxxx Xxxxx Status Expiration Date 9/1/2006 17,337 $49.46 Vested 9/1/2016 9/1/2007 26,403 $45.07 Vested 9/1/2017 9/1/2008 23,552 $36.43 Vested 9/1/2018 9/1/2009 30,778 $34.04 Vested 9/1/2019 1/14/2010 3,745 $37.11 Vested 1/14/2020 9/1/2011 53,366 $35.65 Vests 09/01/14 5 yrs from Term Date 11/1/2012 96,016 $35.50 Not vested—to be fully vested as of Termination Date upon special agreement 5 yrs from Term Date Options awarded under the 2013 Omnibus Incentive Plan: Unvested options w...
Sample 1
Full Knowledge and Authority to Sign. Other than as stated herein, Employee and Walgreens attest that each of them has the authority to enter into this Agreement (including the provisions set forth on Exhibit A and Exhibit B hereto), that no promise or inducement other than as stated herein has been offered for this Agreement, that they are legally competent to execute this Agreement, and that they accept the full responsibility therefor. Walgreens further acknowledges that the individual set forth below has full corporate power and authority to execute this Agreement on behalf of the Company and to bind the Company in all respects. Entered and Agreed to: Dated:_________________ _______________________ Xxxxxxx X. Xxxxxxxx Walgreen Co. By: ___________________ Xxxx X. Xxxxxxx Divisional Vice President EXHIBIT A
Sample 1
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Related to Full Knowledge and Authority to Sign

  • Organization and Authority of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Organization and Authority of Seller Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Idaho. Seller has full power and authority to (a) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducting, (b) enter into this Purchase Agreement and the other Transaction Documents to which Seller is a party, and (c) to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Purchase Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The board of directors of Seller have determined that the Purchase Price is a fair price for the assets to be conveyed by this Purchase Agreement and that the transactions contemplated by the Transaction Documents are in the best interests of Seller and have approved each Transaction Document. Each Transaction Document has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) each Transaction Document constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to creditors’ rights generally.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Organization and Authorization The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

  • Appointment and Authorization Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

  • Consents and Authorizations Borrower has obtained all consents and authorizations required pursuant to its Contractual Obligations with any other Person, and shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, as may be necessary to allow Borrower to lawfully execute, deliver and perform its obligations under the Loan Documents.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

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