Other Acknowledgements. Nothing in this Agreement prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.
Other Acknowledgements. The parties acknowledge and agree that the restrictions of this Section 6 have been carefully negotiated at arm’s length and are believed by the parties to be reasonable and necessitated by legitimate business needs. Notwithstanding the preceding statement, if any provision set forth in this Section 6 is determined by any competent court or tribunal to be unenforceable or invalid for any reason, the parties agree that this Section 6 will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. The parties further acknowledge and agree that the Executive’s obligations under this Agreement are unique and that any breach or threatened breach of such obligations may result in irreparable harm and substantial damages to the USF Group. Accordingly, in the event of a breach or threatened breach by the Executive of any of the provisions of this Section 6, any member of the USF Group shall have the right, in addition to exercising any other remedies at law or equity which may be available to it under this Agreement or otherwise, to obtain ex parte, preliminary, interlocutory, temporary or permanent injunctive relief, specific performance and other equitable remedies in any court of competent jurisdiction, to prevent the Executive from violating such provision or provisions or to prevent the continuance of any violation thereof, together with an award or judgment for any and all damages, losses, liabilities, expenses and costs incurred by the USF Group as a result of such breach or threatened breach including, but not limited to, attorneys’ fees incurred by the USF Group in connection with, or as a result of, the enforcement of these covenants. The Executive expressly waives any requirement based on any statute, rule or procedure, or other source, that any member of the USF Group post a bond as a condition of obtaining any of the above described remedies.
Other Acknowledgements. Nothing in this Separation Agreement prevents you from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. Furthermore, no Company policy or individual agreement between the Company and you shall prevent you from providing information to government authorities regarding possible legal violations, participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, engaging in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.) or receiving a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege.
Other Acknowledgements. (a) PIH understands and agrees that, if it votes its Voting Securities in violation of Section 2 or of this Agreement, then PIH hereby unconditionally and irrevocably instructs FedNat not to record the amount of Voting Securities so voted; and (ii) if all of PIH’s Voting Securities are not voted in favor of any Board Recommended Matter (whether by virtue of a negative vote or abstention), then the number of shares not voted in favor of the Board Recommended Matter shall be automatically voted, and deemed for all purposes to have been voted by PIH in favor of such Board Recommended Matter.
(b) If and to the extent that it is determined that Section 4(a) hereof is unenforceable, then PIH covenants and agrees that PIH will cause all of its Voting Securities to be voted at any meeting of FedNat’s stockholders or at any adjournments or postponements thereof: (i) in favor of each Board Recommended Matter; and (ii) against any stockholder nominations for director.
(c) In the event that the Voting Securities are sold or otherwise transferred in a privately negotiated transaction, the purchaser or transferee shall take the Voting Securities subject to all of the restrictions set forth in this Agreement. PIH agrees to provide FedNat with five (5) Business Days’ prior written notice of any such transaction.
Other Acknowledgements. Guest and Guest’s Invitee acknowledge(s) that the Lodge Operator and Lodge owner engage in separate hunting/fishing activities, have limited space, and that while the Lodge Operator will, in good faith, ensure that Guest and Guest’s Invitee have priority in booking reservations in a given season, Guest will, to the extent practicable, make reservations for use of the Lodge under this Agreement in advance.
Other Acknowledgements. Each Seller represents, severally with respect to itself only and not with respect to any other such party, that it is a sophisticated investor and that it knows that the Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers' decision to sell the Purchased Shares or otherwise materially adverse to Sellers' interests. Each Seller acknowledges and agrees, severally with respect to itself only and not with respect to any other such party, that the Company shall have no obligation to disclose to it any such information and hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action it has or may have against the Company and their respective Affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder (except for the failure of the Company to comply with its obligations hereunder). Each Seller further represents, severally with respect to itself only and not with respect to any other such party, that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon the Company, made its own analysis and decision to sell the Purchased Shares. Each Seller acknowledges, severally with respect to itself only and not with respect to any other such party, that none of the Company or any of their respective directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. Each Seller represents, severally with respect to itself only and not with respect to any other party, that (i) it is a sophisticated investor and (ii) the sale of the applicable Purchased Shares by Galahad was (x) privately negotiated in an independent transaction and (y) does not violate any rules or regulations applicable to such Seller.
Other Acknowledgements. The material features of the Plan are described in a prospectus intended to satisfy the requirements of Section 10(a) of the Securities Act (the “Prospectus”). A copy of the Prospectus, as well as a copy of the Company’s annual report to security holders containing the information required by Rule 14a-3(b) under the Exchange Act for the Company’s latest fiscal year, has been provided to the Optionee by the Company, and the Optionee hereby acknowledges receipt of the same. Additional copies of these documents as well as a copy of the Plan shall be made available by the Company to the Optionee upon request.
Other Acknowledgements. No Company or Select LLC policy or individual agreement between the Company or Select LLC and you shall prevent you from providing information to government authorities regarding possible legal violations, participating in investigations, testifying in proceedings regarding the Company or Select LLC’s past or future conduct, engaging in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.) or receiving a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Company and Select LLC nonetheless assert and do not waive their attorney-client privilege over any information appropriately protected by privilege. By executing this Separation Agreement you represent that, as of the date you sign this Separation Agreement, no claims, lawsuits, or charges have been filed by you or on your behalf against the Company, Select LLC or any of their legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions or other affiliates, or each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors or representatives (the “Released Parties”). You acknowledge and agree that you have in a timely manner received or waived all applicable notices required under the Employment Agreement in connection with NAI-1513783055v7-5- the termination of your employment with Select LLC. The Company agrees that this Separation Agreement does not extend to, release or modify any rights to indemnification or advancement of expenses to which you are entitled from the Company or its insurers under the Company’s certificate of incorporation, by-laws, or other corporate governing law or instruments.
Other Acknowledgements. You and the Company also acknowledge and agree that any outstanding option rights, cash incentive awards, restricted stock unit awards and performance share unit awards previously granted by the Company to you under the Equity Plan will, subject to the approval of this Separation Agreement by the Compensation Committee of the Board of Directors of the Company, be amended by this Separation Agreement to the extent necessary or desirable to provide for the treatment of such awards as set forth in Exhibit B attached hereto.
Other Acknowledgements a. I represent that I have the authority to give this Informed Consent, Release of Liability, Assumption of Risk for the Student Participant’s participation in the District’s athletic program and use of District premises and facilities. I am the parent/legal guardian of the Student Participant, or I am 18 years of age or older, and have the unrestricted right to enter into this Informed Consent, Release of Liability, Assumption of Risk.
b. I am aware of the district’s COVID-19 guidelines and shall abide by them, make all reasonable efforts to equip and instruct my child to abide by them at all times while on the district’s premises, or while otherwise engaged in the work-based learning activity, even on other districts’ premises, for purposes of participating in the district’s Career and Technical Education program.
c. I agree that in the event that the Student Participant or any member of our household tests positive for COVID- 19, is informed by a health care provider that that the Student Participant or member of my household is likely symptomatic for COVID-19 infection, or otherwise becomes aware of information that a reasonable person should in good faith recognize as indicating exposure to COVID-19, I will immediately notify the District.
d. I hereby give consent for emergency transportation and treatment in the event of illness or injury, and I accept responsibility for the payment of any emergency transportation or treatment on behalf of my child.
e. To the best of my knowledge I further certify that my child is in good physical condition and has no medical or physical conditions that would restrict his/her participation in this event. MY SIGNATURE BELOW INDICATES THAT I HAVE READ THIS INFORMED CONSENT, RELEASE OF LIABILITY, ASSUMPTION OF RISK; I FULLY UNDERSTAND ITS TERMS; I UNDERSTAND THAT I AM WAIVING RIGHTS BY SIGNING IT; AND I HAVE SIGNED IT FREELY AND VOLUNTARILY. I INTEND MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF LIABILITY TO THE EXTENT ALLOWED BY LAW. Teacher/Career Specialist Date Name: First Name Middle Initial Last Name Age: Home Address: Street City, State Zip Code Email: Cellphone: Social Security Number: - - DOB: / / School Name: School Counselor: Name: Relationship: Home Address: Street City, State Zip Code Cellphone: Relationship: Home Address: Street City, State Zip Code Email: Cellphone: Emergency Contact: Relationship: Email: Cellphone: Allergies or Medical Issues: Liability and/or Bonding Worker’s Compensati...
