Common use of Opportunity To Consult With Independent Advisors Clause in Contracts

Opportunity To Consult With Independent Advisors. The Employee acknowledges that the Employee has been afforded the opportunity to consult with independent advisors of his or her choosing, including, without limitation, legal counsel, accountants and tax advisors, regarding (i) the benefits granted to the Employee under the terms of this Agreement, (ii) the terms and conditions which may affect the amount of and the Employee’s right to these benefits, (iii) the benefits Employee is waiving under prior plans and agreements, and (iv) the personal tax effects of the benefits granted to the Employee under the terms of this Agreement, including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Employee acknowledges and agrees shall be the sole responsibility of the Employee notwithstanding any other term or provision of this Agreement. The Employee further acknowledges and agrees that the Employer shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Employee and further specifically waives any right for the Employee and his or her heirs, beneficiaries, legal representatives, agents, successors, and assigns to claim or assert liability on the part of the Employer related to the matters described above in this subparagraph. The Employee further acknowledges and agrees that the Employee has read, understands and consents to all of the terms and conditions of this Agreement, and that the Employee enters into this Agreement with a full understanding of its terms and conditions.

Opportunity To Consult With Independent Advisors. The Employee ------------------------------------------------ acknowledges that the Employee has been afforded the opportunity to consult with independent advisors of his or her choosing, choosing including, without limitation, legal counsel, accountants or tax advisors and tax advisors, counsel regarding (i) both the benefits granted to the Employee under the terms of this Agreement, Agreement and the (iii) the terms and conditions which may affect the amount of and the Employee’s 's right to these benefits, (iii) the benefits Employee is waiving under prior plans and agreements, and (ivii) the personal tax effects of the such benefits granted to the Employee under the terms of this Agreement, including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Employee acknowledges and agrees shall be the sole responsibility of the Employee notwithstanding any other term or provision of this Agreement. The Employee further acknowledges and agrees that the Employer shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Employee and further specifically waives any right for the Employee and his or her heirs, beneficiaries, legal representatives, agents, successors, and assigns to claim or assert liability on the part of the Employer related to the matters described above in this subparagraphsubparagraph 11.1. The Employee further acknowledges and agrees that the Employee has read, understands and consents to all of the terms and conditions of this Agreement, and that the Employee enters into this Agreement with a full understanding of its terms and conditions.

Opportunity To Consult With Independent Advisors. The Employee acknowledges that the Employee he has been afforded the opportunity to consult with independent advisors of his or her choosing, choosing including, without limitation, legal counsel, accountants or tax advisors and tax advisors, counsel regarding (i) both the benefits granted to the Employee him under the terms of this Agreement, Agreement and the (iii) the terms and conditions which may affect the amount of and the Employee’s right to these benefits, (iii) the benefits Employee is waiving under prior plans and agreements, and (ivii) the personal tax effects of the such benefits granted to the Employee under the terms of this Agreement, including, without limitation, the effects of any federal or state taxes, Section Code section 280G of the CodeG, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the instances, Employee acknowledges and agrees shall be the sole responsibility of the Employee notwithstanding any other term or provision of this Agreement. The Employee further acknowledges and agrees that the Employer and Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Employee and further specifically waives any right for the Employee and Employee, his or her heirs, beneficiaries, legal representatives, agents, successors, successors and assigns to claim or assert liability on the part of the Employer related to the matters described above in this subparagraphParagraph 27. The Employee further acknowledges and agrees that the Employee he has read, understands and consents to all of the terms and conditions of this Agreement, and that the Employee he enters into this Agreement with a full understanding of its terms and conditions.

Opportunity To Consult With Independent Advisors. The Employee acknowledges that the Employee has been afforded the opportunity to consult with independent advisors of his or her choosing, including, without limitation, legal counsel, accountants and tax advisors, regarding (i) the benefits granted to the Employee under the terms of this Agreement, (ii) the terms and conditions which may affect the amount of and the Employee’s right to these benefits, (iii) the benefits Employee is waiving under prior plans and agreements, and (iv) the personal tax effects of the benefits granted to the Employee under the terms of this Agreement, including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Employee acknowledges and agrees such consultation shall be the sole responsibility of the Employee notwithstanding any other term or provision of this Agreement. The Employee further acknowledges and agrees that the Employer shall have no liability whatsoever related to any such personal tax effects (except for any benefit adjustment related to Code Section 280G as set forth under Subparagraph VIII.C above and any tax gross up set forth under Schedule C hereto) or other personal costs, expenses, or liabilities applicable to the Employee and further specifically waives any right for the Employee and his or her heirs, beneficiaries, legal representatives, agents, successors, and assigns to claim or assert liability on the part of the Employer related to the matters described above in this subparagraph. The Employee further acknowledges and agrees that the Employee has read, understands and consents to all of the terms and conditions of this Agreement, and that the Employee enters into this Agreement with a full understanding of its terms and conditions.

Opportunity To Consult With Independent Advisors. The Employee acknowledges that the Employee has been afforded the opportunity to consult with independent advisors of his or her choosing, including, without limitation, legal counsel, accountants and tax advisors, regarding (i) the benefits granted to the Employee under the terms of this Agreement, (ii) the terms and conditions which may affect the amount of and the Employee’s 's right to these benefits, (iii) the benefits Employee is waiving under prior plans and agreements, and (iv) the personal tax effects of the benefits granted to the Employee under the terms of this Agreement, including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Employee acknowledges and agrees shall be the sole responsibility of the Employee notwithstanding any other term or provision of this Agreement. The Employee further acknowledges and agrees that the Employer shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Employee and further specifically waives any right for the Employee and his or her heirs, beneficiaries, legal representatives, agents, successors, and assigns to claim or assert liability on the part of the Employer related to the matters described above in this subparagraph. The Employee further acknowledges and agrees that the Employee has read, understands and consents to all of the terms and conditions of this Agreement, and that the Employee enters into this Agreement with a full understanding of its terms and conditions.

Opportunity To Consult With Independent Advisors. The Employee Executive acknowledges that the Employee he/she has been afforded the opportunity to consult with independent advisors of his or his/her choosing, choosing including, without limitation, legal counsel, accountants or tax advisors and tax advisors, counsel regarding (i) both the benefits granted to the Employee him/her under the terms of this Agreement, the Plan and the (iii) the terms and conditions which may affect the amount of and the Employee’s Executive's right to these benefits, (iii) the benefits Employee is waiving under prior plans and agreements, and (ivii) the personal tax effects of the such benefits granted to the Employee under the terms of this Agreement, including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, Section 409A of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Employee Executive acknowledges and agrees shall be the sole responsibility of the Employee Executive notwithstanding any other term or provision of this AgreementPlan. The Employee Executive further acknowledges and agrees that the Employer Company shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Employee Executive and further specifically waives any right for the Employee himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successors, successor and assigns assign to claim or assert liability on the part of the Employer Company related to the matters described above in this subparagraphthe Plan. The Employee Executive further acknowledges and agrees that the Employee he/she has read, understands and consents to all of the terms and conditions of this Agreementthe Plan, and that the Employee he/she enters into this Agreement the Plan with a full understanding of its terms and conditions.. Gentherm Incorporated By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: SVP and CHRO Executive: Signature: /s/ Xxxxxxx X. Xxxxx Print Name: Xxxxxxxx X. Xxxxx EXHIBIT A PERFOMANCE-BASED AWARD SCHEDULE TBD