Grantee Acknowledgements. The Grantee understands that this Section 7 may limit his or her ability to earn a livelihood in a business competitive to the business of the Company and its Affiliates. The Grantee expressly acknowledges and agrees that this Section 7 is reasonable and necessary for the protection of the legitimate business interests of the Company and is reasonable in scope.
Grantee Acknowledgements. By accepting this DIP Fund Award, the Grantee acknowledges and agrees that (i) neither the Company nor any Subsidiary, nor any entity or person acting on their behalf, has provided the Grantee with any legal, investment, tax or financial advice with respect to the Grantee’s participation in the Company Plan, the DIP Fund Award or any amounts deposited in a Company-designated account to purchase funds (or cash distributed) in respect of the DIP Fund Award in accordance with Section 5(a); (ii) neither the Company nor any Subsidiary, nor any entity or person acting on their behalf will be liable for any loss or potential loss arising out of a delay in the initial allocation or any reallocation of any notional investment; (iii) notionally invested amounts may be notionally invested in a fund or funds denominated and/or traded in a currency which is not the currency in the Grantee’s jurisdiction and that neither the Company nor any Subsidiary, nor any entity or person acting on their behalf is liable for any depreciation (or other impact) on Account balances due to movements in the exchange rate or any charges imposed in relation to the conversion or transfer of money; (iv) the Grantee will open a Company-designated account needed to receive any proceeds or benefits from this DIP Fund Award, unless the Grantee already has opened such an account; (v) any failure to maintain such an account will subject the DIP Fund Award to a suspension of vesting or cancellation and forfeiture; (vi) Account balances are subject to any net appreciation or depreciation accruing from time to time based on the Grantee’s notional investment election of the Account balance in accordance with the Grantee’s allocation election(s) in effect from time to time; (vii) the Grantee is solely responsible for any net appreciation or net depreciation in the balance of the Grantee’s Account resulting from the Grantee’s notional investment elections; (viii) the Company does not guarantee or represent in any manner whatsoever that the Grantee will realize any appreciation (or be protected from any depreciation) in the balance of the Account as a result of allocating the Account balance for notional investments in funds; and (ix) any allocation elections must comply with the Company’s pre-clearance and applicable prospectus requirements and short-term trading policy. The Grantee further agrees and acknowledges that the Grantee is under no obligation to make a notional investment election in any par...
Grantee Acknowledgements. (i) Grantee understands, acknowledges, agrees and hereby stipulates that he or she is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else.
(ii) Grantee understands, acknowledges, agrees and hereby stipulates that he or she has carefully read, considered and understands all of the provisions of this Agreement, the Plan and the Company’s policies reflected in this Agreement.
(iii) Grantee understands, acknowledges, agrees and hereby stipulates that he or she has asked any questions needed for him or her to understand the terms, consequences and binding effect of this Agreement and the Plan and Grantee fully understands them, including, without limitation, that he or she is waiving the right to a trial, a trial by jury, and common law claims for punitive and/or exemplary damages.
(iv) Grantee understands, acknowledges, agrees and hereby stipulates that he or she was provided an opportunity to seek the advice of an attorney and/or tax professional of his or her choice before accepting this Agreement.
(v) Grantee understands, acknowledges, agrees and hereby stipulates that the obligations and restrictions set forth in this Agreement are consistent with Grantee’s right to sell his or her labor, the public's interest in unimpeded trade, are fair and reasonable, and are no broader than are reasonably required to protect the Company’s interests.
(vi) Grantee understands, acknowledges, agrees and hereby stipulates that it is the Company’s policy to seek legal recourse to the fullest extent possible for actual, threatened or attempted violation of, or challenges to the enforceability of, this Agreement. Grantee understands that nothing in this Agreement shall be construed to prohibit the Company from pursuing any other available remedies for such actual, threatened or attempted violation or challenges to enforceability, including, without limitation, the recovery of damages from Grantee. Grantee further agrees that, if he or she violates, threatens or attempts to violate, or challenges the enforceability of, this Agreement, it would be difficult to determine the damages and lost profits which the Company would suffer as a result thereof including, but not limited to, losses attributable to lost or misappropriated Confidential Information and Trade Secrets and losses stemming from violations of the non-disclosure, non‑compete and/or non‑solicitation obligations set forth above. Accordingly, Grantee agrees that i...
Grantee Acknowledgements. The Grantee acknowledges and agrees that:
(a) the Grantee and Sub-Grantees may only Commercialise the Relevant Intellectual Property in accordance with their rights and obligations under this Agreement (including this Schedule 2); and
(b) any one of them must not:
(i) Commercialise any Commercialised Product; or
(ii) enter into a Commercialisation Agreement, inconsistent with, or contrary to, those rights and obligations set out in this Agreement (including this Schedule 2), unless otherwise agreed by the Commonwealth in writing.
Grantee Acknowledgements. The Grantee acknowledges receipt of a copy of the Plan and the prospectus and represents that he or she is familiar with the terms and conditions thereof, and hereby accepts this Agreement subject to all of the terms and conditions thereof.
Grantee Acknowledgements. (i) Grantee understands, acknowledges, agrees and hereby stipulates that he or she is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else.
(ii) Grantee understands, acknowledges, agrees and hereby stipulates that he or she has carefully read, considered and understands all of the provisions of this Agreement, the Plan and the Company’s policies reflected in this Agreement.
(iii) Grantee understands, acknowledges, agrees and hereby stipulates that he or she has asked any questions needed for him or her to understand the terms, consequences and binding effect of this Agreement and the Plan and Grantee fully understands them, including, without limitation, that he or she is waiving the right to a trial, a trial by jury, and common law claims for punitive and/or exemplary damages.
(iv) Grantee understands, acknowledges, agrees and hereby stipulates that he or she was provided an opportunity to seek the advice of an attorney and/or tax professional of his or her choice before accepting this Agreement.
Grantee Acknowledgements. Grantee understands, acknowledges, agrees and hereby stipulates that he or she is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else.
Grantee Acknowledgements. The following provision shall substitute Section 12(e) of the Agreement: “this Award and the underlying shares of Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary or earnings or remuneration for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, cash value of food, meal allowance, cost of living allowance, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;” The following provision shall substitute Section 12(j) of the Agreement: “the RSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any);” Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 21 of the Agreement: “As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka, any dividend income and any proceeds from the sale of shares of Stock acquired upon settlement shall be brought into Sri Lanka by the Grantee through an Outward Investment Account or Personal Foreign Currency Account opened and maintained with a licensed commercial bank in Sri Lanka, within three months from the date of receipt.”
Grantee Acknowledgements. The Grantee acknowledges receipt of a copy of the Plan and the prospectus and represents that he or she is familiar with the terms and conditions thereof, and hereby accepts this Agreement subject to all of the terms and conditions thereof. IN THE EVENT THAT, WITHIN SIXTY (60) DAYS FOLLOWING THE DATE OF GXXXX, THE GRANTEE FAILS TO ACKNOWLEDGE AND ACCEPT THIS AGREEMENT IN THE MANNER DETERMINED BY THE COMPANY, THIS GRANT SHALL BE AUTOMATICALLY FORFEITED FOR NO CONSIDERATION AND THE GRANTEE SHALL HAVE NO RIGHTS OR ENTITLEMENTS OF ANY NATURE WHATSOEVER WITH RESPECT TO THE PSUS GRANTED HEREUNDER. [Reminder of page intentionally left blank]
Grantee Acknowledgements. Grantee acknowledges that (i) the Easement Areas are part of an active railroad corridor operated and maintained by Pan Am Southern, LLC (“PAS” or “Designated Railroad”), pursuant to a certain retained rail freight easement and a certain operating agreement by and between Grantor and the Designated Railroad dated May 21, 2015 (“2015 Operating Agreement”); (ii) the National Railroad Passenger Corporation (hereinafter “Amtrak”) operates intercity passenger rail service over the Line, pursuant to a Host Railroad Agreement dated May 1, 2012 and all supplements and amendments thereto (hereinafter the “Amtrak Agreement”); (iii) Springfield Terminal Railway Company, Inc. (“STR”) provides rail freight services as a subsidiary of Pan Am Railways, Inc.; (iv) Grantor may in the future enter into licenses, leases, operating agreements, or other agreements with other railroads and/or rail service operators (collectively with PAS, Amtrak and STR, “Railroads”) to operate passenger, freight, or related rail services on the Connecticut River Main Line; (v) as an active railroad corridor there may be negative impacts directly or indirectly caused by the transportation activities and future operations of Grantor and/or the Railroads, including, without limitation, noise, odor, vibrations, electromagnetic fields, particles, pollution, and fumes (collectively, “Negative Impacts”), which may also have an impact on the Easement Areas; and (vi) Grantor makes no representations as to the condition, title, or any other matter related to the Easement or the Easement Areas.
