Common use of Representations and Promises Clause in Contracts

Representations and Promises. The Executive acknowledges and agrees that: a. This Agreement is the entire agreement relating to Executive’s service with the Company, GEI, and LLC and any claims or future rights that Executive might have with respect to the Company, GEL and LLC, except as expressly set forth or referenced herein. This Agreement may be amended only by a written agreement that is signed by all of the parties hereto. This Agreement is a legally admissible, enforceable agreement governed by Federal law and the laws of New York. b. When Executive decided to sign this Agreement, Executive was not relying on any representations that were not in this Agreement. c. Executive has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Executive might still be entitled to compensation or relief in the future. Executive has properly reported all hours that Executive has worked and Executive has been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Company or any LLC should have paid Executive in the past. d. If the Company, LLC or Executive successfully asserts that any provision in this Agreement is void, the rest of the Agreement shall remain valid and enforceable unless the other party to this Agreement elects to cancel it. If this Agreement is cancelled by Executive, Executive will repay the consideration and other benefits Executive received for signing it. e. If Executive initially did not think any representation Executive is making in this Agreement was true or if Executive initially was uncomfortable making it, Executive has resolved all of his doubts and concerns before signing this Agreement. Executive has carefully read this Agreement, fully understands what it means, is entering into it knowingly and voluntarily, and all of Executive’s representations in it are true. The Company would not have given Executive the consideration or other benefits Executive is getting in exchange for this Agreement but for Executive’s representations and promises which Executive is making by signing it. f. Executive has been given sufficient time to review this Agreement and has read and understand the terms of this Agreement and has voluntarily accepted these terms. Executive has consulted with an attorney prior to executing this Agreement.

Representations and Promises. The Executive acknowledges following representations and agrees promises are being relied upon by the Company in entering into this Release, and they survive the execution of this Release. You represent, warrant and agree that: a. This Agreement Release is the entire agreement relating to Executive’s service with about any claims that you might have against the Company. Once in effect, GEI, and LLC and any claims or future rights that Executive might have with respect to the Company, GEL and LLC, except as expressly set forth or referenced herein. This Agreement may be amended only by a written agreement that is signed by all of the parties hereto. This Agreement this Release is a legally admissible, enforceable agreement governed by Federal law binding and the laws of New York. b. admissible agreement. When Executive you decided to sign this AgreementRelease, Executive was you were not relying on any representations statements that were are not in this AgreementRelease. b. The Company would not have been obligated to pay you the benefits and pay described in the Letter Agreement without the promises you are making herein. c. Executive has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Executive might still be entitled You have had sufficient time to compensation or relief in the future. Executive has properly reported all hours that Executive has worked and Executive has been paid all wages, overtime, commissions, compensation, benefitsconsider, and other amounts that have resolved all doubts and concerns about the Company or any LLC should have paid Executive subjects in the pastthis Release before signing this Release, and you are entering into this Release freely and voluntarily. d. If You were advised by this Release to consult with an attorney before signing it and you have had an adequate opportunity to do so, and you have made your own investigation of the Companyfacts and are relying solely upon your knowledge and, LLC or Executive successfully asserts that any provision in this Agreement is voidif applicable, the rest advice of the Agreement shall remain valid and enforceable unless the other party to this Agreement elects to cancel it. If this Agreement is cancelled by Executive, Executive will repay the consideration and other benefits Executive received for signing ityour counsel. e. If Executive initially did not think any representation Executive is making in this Agreement was true or if Executive initially was uncomfortable making it, Executive has resolved all of his doubts and concerns before signing this Agreement. Executive has You have carefully read this AgreementRelease, and fully understands understand what it means, is entering . You enter into it knowingly and voluntarily, and all of Executive’s your representations in it here are true. The Company would not have given Executive the consideration or other benefits Executive is getting in exchange for this Agreement but for Executive’s representations and promises which Executive is making by signing it. f. Executive has been given sufficient time You are not relying upon any statements, understanding, expectations, or agreements other than those expressly set forth in this Release. g. You knowingly waive any claim that this Release was induced by any misrepresentation or nondisclosure and any right to review rescind or avoid the Release based upon presently existing facts, known or unknown. h. Nothing in this Agreement Release shall be construed as an admission that the Company or any Releasee engaged in any improper or unlawful conduct. i. You intend to release, fully and has read and understand finally, all claims you may have against the terms of this Agreement and has voluntarily accepted these terms. Executive has consulted with an attorney prior Company related to executing this Agreementyour employment, to the fullest extent provided by law.

Representations and Promises. The Executive acknowledges I acknowledge and agrees agree that: a. (i) This Separation Agreement is the entire agreement relating to Executive’s my service with the Company, GEI, and LLC Company and any claims or future rights that Executive I might have with respect to the Company, GEL Company and LLC, except as expressly set forth or referenced hereinthe Released Parties. This Separation Agreement only may be amended only by a written agreement that is signed by all of the parties heretoCompany and I sign. This Separation Agreement is a legally admissible, enforceable agreement governed by Federal law and the laws of New YorkCalifornia. b. (ii) When Executive I decided to sign this Separation Agreement, Executive I was not relying on any representations that were not in this Separation Agreement. c. Executive has (iii) I understand that the Company in the future may improve employee benefits or pay. I understand that my old job may be refilled. (iv) I have not suffered been told that the Company or any job-related wrongs or injuries, such as any type of discrimination, for which Executive might still be entitled to compensation or relief Released Party ever will employ me in the future. Executive has properly reported all hours that Executive has worked and Executive has I promise not to seek employment with them unless they personally ask me to do so in writing. (v) I have been paid all wages, overtime, commissions, bonuses, compensation, benefits, and other amounts that the Company or any LLC Released Party should have paid Executive me in the past. d. (vi) This Separation Agreement is not an admission of wrongdoing by the Company or any other Released Party. (vii) I am intentionally releasing claims that I do not know that I might have and that, with hindsight, I might regret having released. I have not assigned or given away any of the claims I am releasing. (viii) If the Company, LLC Company or Executive I successfully asserts assert that any provision in this Separation Agreement is void, the rest of the Separation Agreement shall remain valid and enforceable unless the other party to this Separation Agreement elects to cancel it. If this Agreement is cancelled by Executive, Executive will repay the consideration and other benefits Executive received for signing it. e. (ix) If Executive I initially did not think any representation Executive is I am making in this Separation Agreement was true or if Executive I initially was uncomfortable making it, Executive has I resolved all of his my doubts and concerns before signing this Separation Agreement. Executive has I have carefully read this Separation Agreement, I fully understands understand what it means, is I am entering into it knowingly and voluntarily, and all of Executive’s my representations in it are true. The consideration period described in section (g), below started when I first was given this Separation Agreement, and I waive any right to have it restarted or extended by any subsequent changes to this Separation Agreement. I acknowledge that the Company would not have given Executive me the consideration special payments or other benefits Executive is I am getting in exchange for this Separation Agreement but for Executive’s my representations and promises which Executive is I am making by signing it. I understand that only I, and not the Company, need to sign this document for it to be binding. f. Executive has been given sufficient time to review this Agreement and has read and understand (x) I will not disclose the terms or amount of this Separation Agreement, to anyone other than a member of my immediate family or my attorney or other professional advisor and, even as to such a person, only if the person agrees to honor this confidentiality requirement. This subsection does not prohibit disclosures to the extent necessary legally to enforce this Separation Agreement or to the extent prohibited by law, nor does it prohibit disclosures to the extent otherwise legally required (but only if I notify the Company of a disclosure obligation or request within seven days after I learn of it and permit the Company to take all steps it deems to be appropriate to prevent or limit the required disclosure). (xi) I agree to indemnify the Company for all expenses, penalties, or interest charges it incurs as a result of my failure to pay income or other taxes on amounts paid to me under this Separation Agreement. I agree not to make any claim against the Company or any other person based on how the Company reports that amount or withholds taxes from it, or if an adverse determination is made as to the tax treatment of any amounts payable under this Separation Agreement. I agree that the Company has voluntarily accepted these terms. Executive has consulted with no duty to try to prevent such an attorney prior to executing this Agreementadverse determination.

Representations and Promises. The Executive Employee acknowledges and agrees that: a. This Agreement is the entire agreement relating to Executive’s my service with the Company, GEI, and LLC Company and any claims or future rights that Executive I might have with respect to the Company, GEL Company and LLC, except as expressly set forth or referenced hereinthe Released Parties. This Agreement may only be amended only by a written agreement that is signed by all of the parties hereto. This Agreement is a legally admissible, enforceable agreement governed by Federal law and the laws of the State of New York. b. When Executive I decided to sign this Agreement, Executive I was not relying on any representations that were not in this Agreement. c. Executive has I understand that the Company in the future may improve employee benefits or pay. I understand that my old job may be refilled. d. I have not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Executive I might still be entitled to compensation or relief in the future. Executive has I have properly reported all hours that Executive has I have worked and Executive has I have been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Company or any LLC Released Party should have paid Executive me in the past. d. e. This Agreement is not an admission of wrongdoing by the Company or any other Released Party. f. I am intentionally releasing claims that I do not know that I might have and that, with hindsight, I might regret having released. I have not assigned or given away any of the claims I am releasing. g. If the Company, LLC Company or Executive I successfully asserts assert that any provision in this Agreement is void, the rest of the Agreement shall remain valid and enforceable unless the other party to this Agreement elects to cancel it. If this Agreement is cancelled by Executivecancelled, Executive I will repay the consideration and other benefits Executive I received for signing it. e. h. If Executive I initially did not think any representation Executive is I am making in this Agreement was true or if Executive I initially was uncomfortable making it, Executive has I resolved all of his my doubts and concerns before signing this Agreement. Executive has I have carefully read this Agreement, I fully understands understand what it means, is I am entering into it knowingly and voluntarily, and all of Executive’s my representations in it are true. The consideration period described in the box above my signature started when I first was given this Agreement, and I waive any right to have it restarted or extended by any subsequent changes to this Agreement. The Company would not have given Executive me the consideration or other benefits Executive is I am getting in exchange for this Agreement but for Executive’s my representations and promises which Executive is I am making by signing it. f. Executive has been given sufficient time to review i. I further agree and acknowledge: (1) that my waiver of rights under this Agreement is knowing and has voluntary; (2) that I have read and understand the terms of this Agreement and has have voluntarily accepted these terms. Executive terms for the purposes of making a full and final compromise, settlement and adjustment of any and all claims, disputed or otherwise, on account of my personal services relationship (or termination of the relationship) with the Company and for the express purpose of precluding forever any further claims arising out of such relationship or its termination as set forth above; (3) that the Company has consulted advised me of my right to consult with an attorney (at my own expense) prior to executing this Agreement; (4) that the Company has given me a period of at least twenty-one (21) calendar days within which to consider and accept the terms of this Agreement; (5) that this Agreement waives all claims that may have arisen up to the date of this Agreement; (6) that I do not waive any claims that might arise after execution of this Agreement; (7) that I have been given at least seven (7) calendar days after execution to revoke this Agreement, and that, if I choose not to so revoke, the Agreement shall then become effective and enforceable and the payments and other benefits listed above shall then be provided pursuant to the terms of Section 2 of this Agreement; and (8) the revocation must be received within the seven (7) day period by Cxxxxx Xxxxxx at 800 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. December 1, 2007 is the deadline for you to return a signed copy of this settlement agreement to Cxxxxx Xxxxxx at the address listed in this paragraph. If you fail to do so, you will not receive the payments or benefits described in this Agreement.

Representations and Promises. The Executive acknowledges following representations and agrees promised are being relied upon by the Company in entering into this Agreement, and they survive the execution of this Agreement. You represent, warrant and agree that: a. This Agreement You are intentionally releasing claims against the Releasees that you may not know that you have and that, with hindsight, you might regret having released. You agree that such general release is the entire agreement relating to Executive’s service with the Company, GEI, fairly and LLC and any claims or future rights that Executive might have with respect to the Company, GEL and LLC, except as expressly set forth or referenced herein. This Agreement may be amended only by a written agreement that is signed by all of the parties hereto. This Agreement is a legally admissible, enforceable agreement governed by Federal law and the laws of New Yorkknowingly made. b. When Executive decided The Company would not have been obligated to sign this Agreement, Executive was not relying on any representations that were not provide you the payments and benefits described in this AgreementAgreement without the promises you are making here. c. Executive has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Executive might still be entitled You have had sufficient time to compensation or relief in consider and have resolved all doubts and concerns about the future. Executive has properly reported all hours that Executive has worked and Executive has been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Company or any LLC should have paid Executive in the past. d. If the Company, LLC or Executive successfully asserts that any provision subjects in this Agreement is void, the rest of the Agreement shall remain valid and enforceable unless the other party to this Agreement elects to cancel it. If this Agreement is cancelled by Executive, Executive will repay the consideration and other benefits Executive received for signing it. e. If Executive initially did not think any representation Executive is making in this Agreement was true or if Executive initially was uncomfortable making it, Executive has resolved all of his doubts and concerns before signing this Agreement. Executive has , and you are entering into this Agreement freely and voluntarily. d. You were advised by this Agreement to consult with an attorney before signing it and you have had an adequate opportunity to do so. e. You have carefully read this Agreement, and fully understands understand what it means, is entering . You enter into it knowingly and voluntarily, and all of Executive’s your representations in it here are true. The Company would not have given Executive the consideration or other benefits Executive is getting in exchange for this Agreement but for Executive’s representations and promises which Executive is making by signing it. f. Executive You are not relying upon any statements, understanding, expectations, or agreements other than those expressly set forth in this Agreement, and are relying solely on your own knowledge and the advice of your legal counsel, if any. g. You knowingly waive any claim that this Agreement has been given sufficient time induced by any misrepresentation, omission, or nondisclosure and any right to review rescind or avoid this Agreement based upon presently existing facts, known or unknown. h. Nothing in this Agreement shall be construed as an admission that the Company or any Releasee engaged in any improper or unlawful conduct. i. No complaint, lawsuit, administrative charge or investigation has been brought, filed or initiated by you or by any agent or representative in any local, state or federal court or governmental or administrative agency. Except as may be permitted pursuant to Section 5 hereof, you will not knowingly encourage or assist any other person in the presentation or prosecution of claims by any third party against the Company unless compelled by a subpoena or court order to do so, in which case you will notify the Company and provide it with a copy of the subpoena or order unless prohibited by law from doing so. j. Your eligibility to receive the payments and benefits described in this Agreement is contingent upon your not resigning your employment with the Company before the Termination Date and fulfilling your obligations under this Agreement and has read and understand the terms of this Agreement and has voluntarily accepted these terms. Executive has consulted with an attorney prior to executing this Agreementas a McAfee employee.