Common use of WARRANTIES & REPRESENTATIONS Clause in Contracts

WARRANTIES & REPRESENTATIONS. Employee hereby warrants and represents that: A. He has carefully read and fully understands the comprehensive terms and conditions of this Termination and Release Agreement and the releases set forth herein; B. He is executing this Termination and Release Agreement knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person; C. He has been given ample opportunity to consult with legal counsel of his own choice and at his own expense before executing this Termination and Release Agreement; D. He has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against any of the Released Parties; E. The Severance Benefits recited above constitute good and valuable consideration for this release; F. He is fully satisfied with the terms and conditions of this Termination and Release Agreement including, without limitation, the consideration paid to him by the Company; G. He is not waiving rights or claims that may arise after the date this Termination and Release Agreement is executed; H. Except as specifically provided herein, Employee has been paid all compensation owed to Employee by the Company pursuant to the XxXxxxxx Agreement; I. He has the right to consider the terms of this Termination and Release Agreement for a full 21 days and he hereby waives any and all rights to any further review period; and J. He has the right to revoke this Termination and Release Agreement within seven (7) calendar days after signing it (the “Revocation Period”) by providing prior to the expiration of the Revocation Period, written notice of revocation by hand delivery or electronic mail to Xxxxx X. Xxxxxx, Chief Financial Officer Diversicare Health Services, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, email: XXxxxxx@XXXX.xxx. If he revokes this Termination and Release Agreement during the Revocation Period, the Termination and Release Agreement and all obligations hereunder become null and void in their entirety.

WARRANTIES & REPRESENTATIONS. Employee hereby warrants and represents that: A. He She has carefully read and fully understands the comprehensive terms and conditions of this Termination and Release Agreement and the releases set forth herein; B. He She is executing this Termination and Release Agreement knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person; C. He She has been given ample opportunity to consult with legal counsel of his her own choice and at his her own expense before executing this Termination and Release Agreement; D. He She has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against any of the Released Parties; E. The Severance Benefits recited above constitute good and valuable consideration for this release; F. He She is fully satisfied with the terms and conditions of this Termination and Release Agreement including, without limitation, the consideration paid to him her by the Company; G. He She is not waiving rights or claims that may arise after the date this Termination and Release Agreement is executed; H. Except as specifically provided herein, Employee has been paid all compensation owed to Employee by the Company pursuant to the XxXxxxxx Bodie Agreement; I. He She has the right to consider the terms of this Termination and Release Agreement for a full 21 days and he she hereby waives any and all rights to any further review period; and J. He She has the right to revoke this Termination and Release Agreement within seven (7) calendar days after signing it (the “Revocation Period”) by providing prior to the expiration of the Revocation Period, written notice of revocation by hand delivery or electronic mail to Xxxxx X. XxxxxxXxXxxxxx, Xx., Chief Financial Officer Executive Officer, Diversicare Health Services, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, email: XXxxxxx@XXXX.xxxxxx.xxxxxxxx@xxxx.xxx. If he she revokes this Termination and Release Agreement during the Revocation Period, the Termination and Release Agreement and all obligations hereunder become null and void in their entirety.

WARRANTIES & REPRESENTATIONS. Employee Executive hereby warrants and represents that: A. (a) He has carefully read and fully understands the comprehensive terms and conditions of this Termination and Release Agreement and the releases set forth hereinAgreement; B. (b) He is executing this Termination and Release Agreement knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person, and with full knowledge of its significance and consequences and of the rights relinquished, surrendered, released and discharged hereunder; C. (c) He has been given ample opportunity informed of his right to consult with legal counsel of his own choice and at his own expense before executing this Termination and Release Agreement; D. (d) He has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against any of the Released PartiesCompany; E. (e) The Severance Benefits Release Consideration recited above constitute herein constitutes good and valuable consideration for this release; F. He is fully satisfied with the terms and conditions his execution of this Termination and Release Agreement including, without limitation, the consideration paid to him by the Company; G. He is not waiving rights or claims that may arise after the date this Termination and Release Agreement is executed; H. Except as specifically provided herein, Employee has been paid all compensation owed to Employee by the Company pursuant to the XxXxxxxx Agreement; I. (f) He has the right been offered a period of twenty-one (21) calendar days to consider this Release and if he signs this Release prior to the terms expiration of this Termination and Release Agreement for a full 21 days and the twenty-one (21) day period, he hereby waives any and all rights to any further review does so voluntarily with the understanding that he is waiving the remainder of the consideration period; and J. (g) He has may revoke the right release contemplated by Section 9 during the period of seven (7) calendar days following the Release Execution Date ("Revocation Period"). Any revocation within this period must be submitted, in writing, to the Chief Executive Officer of the Company, and state, "I hereby revoke this Termination and Release Agreement my agreement to enter into the Release." The revocation must be delivered to the Chief Executive Officer within seven (7) calendar days after signing it of the Release Execution Date. If Executive revokes the release contemplated by Section 9, then this Agreement (except for Sections 1, 2 and 8 herein) shall terminate and be of no further force and effect. If Executive does not revoke the “Revocation Period”) release contemplated by providing Section 9 prior to the expiration of eighth (8) day after the Revocation PeriodRelease Execution Date, written notice of revocation Executive agrees that the release contemplated by hand delivery or electronic mail to Xxxxx X. Xxxxxx, Chief Financial Officer Diversicare Health Services, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, email: XXxxxxx@XXXX.xxx. If he revokes this Termination and Section 9 shall become enforceable on the eighth (8) day after the Release Agreement during Execution Date (the Revocation Period, the Termination and "Release Agreement and all obligations hereunder become null and void in their entiretyEffective Date").

WARRANTIES & REPRESENTATIONS. Employee Executive hereby warrants and represents that: A. (a) He has carefully read and fully understands the comprehensive terms and conditions of this Termination and Release Agreement and the releases set forth hereinAgreement; B. (b) He is executing this Termination and Release Agreement knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person, and with full knowledge of its significance and consequences and of the rights relinquished, surrendered, released and discharged hereunder; C. (c) He has been given ample opportunity informed of his right to consult with legal counsel of his own choice and at his own expense before executing this Termination and Release Agreement; D. (d) He has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against any of the Released PartiesCompany; E. (e) The Severance Benefits Release Consideration recited above constitute herein constitutes good and valuable consideration for his execution of this releaseAgreement; F. He is fully satisfied with the terms and conditions of this Termination and Release Agreement including, without limitation, the consideration paid to him by the Company; G. (f) He is not waiving rights actually aware of any matters (except as fully disclosed to the Board in writing) that would reasonably be expected to give rise to, evidence or claims that may arise after support any claim of illegal or improper conduct, regulatory violation, unlawful discrimination, retaliation or other cause of action against Company, any of its subsidiaries or affiliates or any former or current executives or employees or representatives of the date this Termination and Release Agreement is executedforegoing; H. Except as specifically provided herein, Employee (g) He has been paid all compensation owed offered a period of twenty-one (21) calendar days to Employee by the Company pursuant consider this Release and if he signs this Release prior to the XxXxxxxx Agreement; I. He has expiration of the right to consider twenty-one (21) day period, he does so voluntarily with the terms understanding that he is waiving the remainder of this Termination and Release Agreement for a full 21 days and he hereby waives any and all rights to any further review the consideration period; and J. (h) He has may revoke the right release contemplated by Section 9 during the period of seven (7) calendar days following the Release Execution Date (“Revocation Period”). Any revocation within this period must be submitted, in writing, to Xxxxxxx X. Xxxx, Chairman of the Board of Directors, and state, “I hereby revoke this Termination and Release Agreement my agreement to enter into the Release.” The revocation must be delivered to Xxxxxxx X. Xxxx within seven (7) calendar days of the Release Execution Date. If Executive revokes the release contemplated by Section 9, then this Agreement (except for Sections 1, 2 and 8 herein) shall terminate and be of no further force and effect. If Executive does not revoke the release contemplated by Section 9 prior to the eighth (8) day after signing it the Release Execution Date, Executive agrees that the release contemplated by Section 9 shall become enforceable on the eighth (8) day after the Release Execution Date (the “Revocation PeriodRelease Effective Date”) by providing prior to the expiration of the Revocation Period, written notice of revocation by hand delivery or electronic mail to Xxxxx X. Xxxxxx, Chief Financial Officer Diversicare Health Services, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, email: XXxxxxx@XXXX.xxx. If he revokes this Termination and Release Agreement during the Revocation Period, the Termination and Release Agreement and all obligations hereunder become null and void in their entirety).

WARRANTIES & REPRESENTATIONS. Employee hereby warrants and represents that: A. He has carefully read and fully understands the comprehensive terms and conditions of this Termination and Release Agreement and the releases set forth herein; B. He is executing this Termination and Release Agreement knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person; C. He has been given ample opportunity to consult with legal counsel of his own choice and at his own expense before executing this Termination and Release Agreement; D. He has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against any of the Released Parties; E. The Severance Benefits recited above constitute good and valuable consideration for this release; F. He is fully satisfied with the terms and conditions of this Termination and Release Agreement including, without limitation, the consideration paid to him by the Company; G. He is not waiving rights or claims that may arise after the date this Termination and Release Agreement is executed; H. Except as specifically provided herein, Employee has been paid all compensation owed to Employee by the Company pursuant to the XxXxxxxx Xxxxxx Agreement; I. He has the right to consider the terms of this Termination and Release Agreement for a full 21 days and he hereby waives any and all rights to any further review period; and J. He has the right to revoke this Termination and Release Agreement within seven (7) calendar days after signing it (the “Revocation Period”) by providing prior to the expiration of the Revocation Period, written notice of revocation by hand delivery or electronic mail to Xxxxx X. XxxxxxXxXxxxxx, Xx., Chief Financial Officer Executive Officer, Diversicare Health Services, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, email: XXxxxxx@XXXX.xxxxxx.xxxxxxxx@xxxx.xxx. If he revokes this Termination and Release Agreement during the Revocation Period, the Termination and Release Agreement and all obligations hereunder become null and void in their entirety.