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.
Sample 1
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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
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
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 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 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. 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. 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 (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 not vested as of the PTD. 8/31/08 75 Will vest 8/31/11 8/31/08 75 Not vested 8/31/08 $3,401.75 Will vest 8/31/11 8/31/08 $3,401.75 Not Vested Other Restricted Stock Awards Restricted stock ve...
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 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. 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. Unvested options will be deemed to have 1 year of additional service credit as of the Termination Date. Exercise vested options within 1 year following Termination Date; remaining unvested options are forfeited. Options may only be exercised during an open trading window.
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: 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. 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: March 26, 2014 /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Walgreen Co. Dated: April 24, 2014 By: /s/ Xxxxxxxx Xxxxxx-Xxxxxxxx Xxxxxxxx Xxxxxx-Xxxxxxxx Senior Vice President and CHRO Walgreen Co. Confidential March 25, 2014 Walgreen Co. Confidential March 25, 2014
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 (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Seller and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Seller (or, if applicable, a Subsidiary of Seller) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated by this Agreement or the Ancillary Agreements (including all power and authority to sell, assign, transfer and convey the Shares as provided by this Agreement and to effect the Restructuring). (b) The execution and delivery by Seller of this Agreement and any Ancillary Agreements to which it (or, if applicable, a Subsidiary of Seller) is or will be a party, the performance by Seller (or, if applicable, a Subsidiary of Seller) of its obligations hereunder and thereunder and the consummation by Seller (or, if applicable, a Subsidiary of Seller) of the transactions contemplated hereby and thereby have been and, in the case of the transactions contemplated by the Ancillary Agreements and the Restructuring, will be prior to Closing, duly and validly authorized and approved by all requisite corporate or other similar action on the part of Seller (or, if applicable, a Subsidiary of Seller). (c) This Agreement has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles (the “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Seller or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Seller or such Subsidiary, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of Seller or such Subsidiary enforceable against Seller or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

  • 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, 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 (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) 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 Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • 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 the Notes 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, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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