Release Acknowledgements Clause Samples
The Release Acknowledgements clause serves to confirm that a party has knowingly and voluntarily agreed to relinquish certain rights or claims, typically in connection with a settlement or the conclusion of a contractual relationship. In practice, this clause may require the releasing party to acknowledge that they have read and understood the terms of the release, had the opportunity to seek legal advice, and are not relying on any representations outside the agreement. Its core function is to ensure that the release is enforceable by demonstrating that the party’s consent was informed and intentional, thereby reducing the risk of future disputes over the validity of the release.
Release Acknowledgements. (a) Notwithstanding anything to the contrary contained herein, effective as of the Closing, (i) each Seller (individually and on behalf of its Affiliates) hereby releases and forever discharges Buyer, each Designated Buyer and each of their respective Affiliates and their respective successors and assigns and all officers, directors, partners, members, shareholders, employees and agents of each of them from any and all actual or potential claims, causes of action, proceedings, Liabilities, damages, expenses and/or Losses of whatever kind or nature (including attorneys’ fees and costs), in law or equity, known or unknown, suspected or unsuspected, now existing or hereafter arising, whether contractual, in tort or otherwise, which such Party had, has, or may have in the future to the extent relating to the Excluded Assets or the Excluded Liabilities and (ii) Buyer (individually and on behalf of its Affiliates) hereby releases and forever discharges each Seller and each of their respective Affiliates and their respective successors and assigns and all officers, directors, partners, members, shareholders, employees and agents of each of them from any and all actual or potential claims, causes of action, proceedings, Liabilities, damages, expenses and/or Losses of whatever kind or nature (including attorneys’ fees and costs), in law or equity, known or unknown, suspected or unsuspected, now existing or hereafter arising, whether contractual, in tort or otherwise, which such Party had, has, or may have in the future to the extent relating to the Purchased Assets or the Assumed Liabilities; provided that (x) nothing in this Section 5.07 shall constitute a release of any Person arising from conduct of such Person that is determined by a final order of a court of competent jurisdiction to have constituted an actual fraud, willful breach, knowing and intentional misrepresentation or criminal act by such Person and (y) nothing in this Agreement shall be construed to release any Person from any of its contractual obligations under this Agreement and the Transaction Documents, including its obligations in respect of the Purchased Assets, Assumed Liabilities, Excluded Assets and Excluded Liabilities, as the case may be, and its indemnification obligations under Article 12, each of which shall remain fully effective and enforceable from and after the Closing Date.
(b) Subject to Section 2.15, the Sellers acknowledge that Buyer is the sole Person bound by, or liable with ...
Release Acknowledgements. The Executive acknowledges, agrees and understands that:
Release Acknowledgements. Executive expressly represents and acknowledges that:
(a) the Company has advised Executive to consult with legal counsel, Executive has had the opportunity to seek the advice of legal counsel of Executive’s own choice, Executive has read this Agreement and the Release and has had the opportunity to have this Agreement and the Release explained to Executive by legal counsel, and the terms and conditions hereof are fully understood and voluntarily accepted by Executive;
(b) Executive is specifically agreeing to the terms of the Release because the Company has agreed to pay Executive compensation, to which Executive was not otherwise entitled under the Company’s policies or any agreement between the Company and Executive (in the absence of providing the Release), and the Company has agreed to provide the compensation because of Executive’s agreement to accept the compensation in full settlement of all possible claims Executive might have or ever had, and because of Executive’s execution of this Agreement;
(c) the offer to accept the terms of this Agreement is open for 10 days from the date Executive receives this Agreement, provided, that, should Executive sign this Agreement within 10 days of the date that the Agreement was received by Executive, then Executive’s choice not to wait for the full 10-day period to expire was made knowingly and voluntarily, and was in no way induced by the Company by means of intimidation, fraud, duress, or any other threat to withdraw the terms offered under this Agreement; and
(d) the Company’s obligations under Section 2 (other than the Accrued Obligations) shall become effective on the day Executive has executed and returned this Agreement (the “Release Effective Date”).
Release Acknowledgements. You acknowledge that you have been advised, pursuant to California Government Code Section 12964.5(b)(4), that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period. H▇▇▇ ▇▇▇▇▇ September 18, 2023
Release Acknowledgements. You acknowledge that you have been advised, consistent with California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, 287103957 in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period. You further acknowledge and agree that the release of claims in this Agreement is not provided in exchange for a raise, bonus, or as a condition of continued employment, but rather in exchange for the materially modified terms and conditions of employment during the Transition Period, eligibility for an advisory relationship and other benefits you were not otherwise eligible to receive, and other consideration provided by the Company in this Agreement.
Release Acknowledgements. H▇▇▇▇▇▇▇▇ expressly represents and acknowledges that: (a) the Company and the Bank have advised H▇▇▇▇▇▇▇▇ to consult with legal counsel, H▇▇▇▇▇▇▇▇ has had the opportunity to seek the advice of legal counsel of H▇▇▇▇▇▇▇▇’▇ own choice, H▇▇▇▇▇▇▇▇ has read this Agreement and the Release and has had the opportunity to have this Agreement and the Release explained to H▇▇▇▇▇▇▇▇ by legal counsel, and the terms and conditions hereof are fully understood and voluntarily accepted by H▇▇▇▇▇▇▇▇, (b) H▇▇▇▇▇▇▇▇ is specifically agreeing to the terms of the Release because the Company and/or the Bank have agreed to enter into this Agreement, which H▇▇▇▇▇▇▇▇ was not otherwise entitled under the Company’s or the Bank’s policies or any agreement between the Company or the Bank and H▇▇▇▇▇▇▇▇ (in the absence of providing the Release), and the Company and the Bank have agreed to enter into this Agreement because of H▇▇▇▇▇▇▇▇’▇ agreement to accept the Agreement in full settlement of all possible claims H▇▇▇▇▇▇▇▇ might have or ever had, and because of H▇▇▇▇▇▇▇▇’▇ execution of this Agreement, (c) this Agreement does not waive or release any rights or claims that H▇▇▇▇▇▇▇▇ may have which arise after the date H▇▇▇▇▇▇▇▇ executes this Agreement, (d) the offer to accept the terms of this Agreement is open for 21 days from the date H▇▇▇▇▇▇▇▇ receives this Agreement, provided, that, should H▇▇▇▇▇▇▇▇ sign this Agreement within 21 days of the date that the Agreement was received by H▇▇▇▇▇▇▇▇, then H▇▇▇▇▇▇▇▇’▇ choice not to wait for the full 21-day period to expire was made knowingly and voluntarily, and was in no way induced by the Company or the Bank by means of intimidation, fraud, duress, or any other threat to withdraw the terms offered under this Agreement, (e) H▇▇▇▇▇▇▇▇ shall have the right to revoke the Release for a period of seven days following H▇▇▇▇▇▇▇▇’▇ execution of this Agreement (the “Revocation Period”), by giving written notice of such revocation to G▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board, at 2▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, or by email at g▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ on or before 5:00 p.m. Eastern time on the last day of the Revocation Period, and (f) the Company’s and/or Bank’s obligations under this Agreement (other than the Accrued Obligations) shall not become effective until the eighth day following H▇▇▇▇▇▇▇▇’▇ execution of this Agreement, provided H▇▇▇▇▇▇▇▇ has not revoked the Release during the Revocation Period (the “Release Effective Date”).
Release Acknowledgements. The Executive acknowledges, agrees and understands that:
a. under the release detailed above, he is waiving and releasing, among other claims, any rights and claims that may exist under the Age Discrimination in Employment Act (“ADEA”) and Irish Statute where Statute includes the following non-exhaustive list of legislation: Redundancy Payments Acts 1967 – 2012, Minimum Notice and Terms of Employment Acts 1973 – 2001, Organisation of Working Time ▇▇▇ ▇▇▇▇, Payment of Wages ▇▇▇ ▇▇▇▇, Unfair Dismissals Acts 1977 – 2007, Employment Equality Acts 1998 – 2011, European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, Maternity Protection Acts 1994 and 2004, Adoptive Leave Acts 1995 and 2005, Parental Leave Acts 1998 and 2006, National Minimum Wage ▇▇▇ ▇▇▇▇, Carer’s Leave Act 2001 (as amended), Protection of Employees (Part-Time Work) ▇▇▇ ▇▇▇▇, Protection of Employees (Fixed-Term Work) ▇▇▇ ▇▇▇▇, Terms of Employment (Information) ▇▇▇ ▇▇▇▇, Safety Health and Welfare at Work ▇▇▇ ▇▇▇▇, Data Protection Acts 1988-2003.
b. the waiver and release of claims set forth in the release above does not apply to any rights or claims that may arise under the ADEA after the date of execution of this release, nor does it apply to his right to challenge the validity of this Agreement’s waiver and release of claims under the ADEA;
c. the Severance Payments and other benefits that are being provided to him are of significant value and in addition to what he otherwise would be entitled; and
d. he is being advised in writing to consult with attorney legal representative before signing this Agreement.
Release Acknowledgements. The Employee acknowledges that: (i) no consideration other than as provided for by this Agreement has been or will be provided by the Released Parties, (ii) he will make no claim and hereby waives any right he may now have or may hereafter have, based upon any alleged oral modification of the foregoing release, and (iii) the foregoing release does not constitute an admission of a violation of any law, order, regulation, or enactment, or of wrongdoing of any kind by any Released Party.
Release Acknowledgements. Employee acknowledges that:
a. Employee has carefully read and understand this Agreement and the Release;
b. The Company advised Employee to consult with an attorney and/or any other advisors of my choice before signing this Agreement;
c. Employee understands that this Agreement is LEGALLY BINDING and by signing it Employee gives up certain rights;
d. Employee has voluntarily chosen to enter into this Agreement and has not been forced or pressured in any way to sign it;
e. Employee acknowledges and agrees that the Separation Benefits are contingent on execution of this Agreement, which releases all of my claims against the Company and the Releasees, and Employee KNOWINGLY AND VOLUNTARILY AGREES TO RELEASE the Company and the Releasees from any and all claims Employee may have, known or unknown, in exchange for the benefits Employee will obtain by signing this Agreement and the Supplemental Release, and that these benefits are in addition to any benefit Employee would have otherwise received if Employee did not sign this Agreement;
f. Employee has seven (7) days after Employee signs this Agreement to revoke it by notifying the Company in writing. This Agreement (and the Release) will not become effective or enforceable until the seven (7) day revocation period has expired. This Agreement shall be effective and irrevocable on the eighth day following Employee’s signing of this Agreement without recession.
g. This Agreement includes a WAIVER OF ALL RIGHTS AND CLAIMS Employee may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §621 et seq.); and
h. This Release does not waive any rights or claims that may arise after this Agreement becomes effective, which is seven (7) days after Employee signs it, provided that Employee does not exercise my right to revoke this Agreement.
Release Acknowledgements. H▇▇▇▇ acknowledges that: (i) no consideration other than as provided for by this Agreement has been or will be provided by the Released Parties, (ii) he will make no claim and hereby waives any right he may now have or may hereafter have, based upon any alleged oral modification of the foregoing release, and (iii) the foregoing release does not constitute an admission of a violation of any law, order, regulation, or enactment, or of wrongdoing of any kind by any Released Party.