Common use of Xxxxxxx Representations and Warranties Clause in Contracts

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this General Release, and that Xxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this General Release. Xxxxxx acknowledges and agrees that he is executing this General Release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of the Separation Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Separation Agreement or the General Release, other than those set forth in the Separation Agreement. Xxxxxx further acknowledges, understands, and agrees that his employment with PRIMEDIA has terminated, that the provisions of Section 1 of the Separation Agreement are in lieu of any and all payments and benefits to which Xxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxxx will not be reemployed by PRIMEDIA, and that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxxx acknowledges that he has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign this General Release and that the Age Discrimination in Employment Act gives him the right to revoke this General Release within seven (7) days after it is signed, and Xxxxxx understands that he will not receive any payments under the Separation Agreement until such seven (7) day revocation period has passed and then, only if he has not revoked this General Release. To the extent Xxxxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxxxx hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary, and taken after consultation with and upon the advice of his attorney. Xxxxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxxxx is prevented from filing, commencing or maintaining any action against any of the Company Releasees, other than to enforce his rights under the Separation Agreement and the PRIMEDIA Release (as such terms are defined in the Separation Agreement) as well as his rights as set forth in Section 2 above of this General Release. This General Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and Xxxxxx. Dated: 1/11/06 /s/ Xxxxx Xxxxxx XXXXX XXXXXX RELEASE PRIMEDIA Inc. (“PRIMEDIA”) hereby agrees on behalf of itself and the other Beneficiaries (as such term is defined in that certain Separation Agreement dated as of December 30, 2005 by and between Xxxxx Xxxxxx (“Xxxxxx”) and PRIMEDIA (the “Separation Agreement”)), in consideration of the covenants and agreements referred to in the Separation Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, that the Beneficiaries hereby, fully and completely forever release Xxxxxx (hereinafter referred to as the “Releasee”, which term includes all successors, heirs, executors, administrators, estate trustees and assigns of Xxxxxx) from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which the Beneficiaries or any of their respective agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Releasee, in law, admiralty or equity, whether known or unknown to the Beneficiaries, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by PRIMEDIA on behalf of itself and the other Beneficiaries, provided that the foregoing shall not include any claims to enforce the Beneficiaries’ rights or Xxxxxx’x obligations under, or with respect to, the Separation Agreement (or any exhibits, attachments, agreements or benefit plans or arrangements referenced therein). PRIMEDIA fully understands that this Release is a legally binding document and that by signing this Release PRIMEDIA is prevented from filing, commencing or maintaining any action against any Releasee, other than to enforce PRIMEDIA’s or the other Beneficiaries’ rights under the Separation Agreement and the General Release (as such terms are defined in the Separation Agreement). This Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and the Releasee. Dated: 1/11/2006 PRIMEDIA, INC. By: /s/ Xxxxxxx X. Xxxxx Title: Vice Chairman

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this General ReleaseAgreement, and that Xxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this General ReleaseAgreement. Xxxxxx acknowledges and agrees that he is executing this General Release Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of the Separation this Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Separation Agreement or the General Releasethis Agreement, other than those set forth in the Separation this Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment and/or service with PRIMEDIA has the Company and each other member of the Company Group terminated, that the provisions of Section 1 of the Separation this Agreement are in lieu of any and all payments and benefits to which Xxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement and the Unit Agreement. Xxxxxx represents and warrants that there is no agreement, arrangement or understanding (whether or not legally binding) between any member of the Company Group, on the one hand, and him or any person or legal entity with whom he is affiliated or related (including, without limitation, as an officer, director, principal, shareholder, limited or general partner, member or family member), on the other hand (it being understood that the parties intend that any such agreement, arrangement or understanding shall be terminated under the General Release, unless expressly provided for therein or in this Agreement, that Xxxxxx will not be reemployed by PRIMEDIA, and that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA or the parties further agree from time to time to cause their related parties to enter into any of its parents, companies, subsidiaries, divisions or affiliatesdocumentation necessary to give effect to such intention). Xxxxxx acknowledges that he has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign this the General Release and that the Age Discrimination in Employment Act gives him the right to revoke this General Release within seven (7) days after it is signed, and Release. Xxxxxx understands that that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than the Separation Agreement Accrued Benefits) until such the seven (7) day revocation period provided for under the General Release has passed passed, and then, only if he has not revoked this General Release. To the extent Xxxxxx has executed this General Release within less than twenty-one (21) days after its delivery such period during which no such revocation has occurred, the “Revocation Period”); provided, however, that if such revocation occurs, the Company, Holdings and Xxxxxx acknowledge that the parties will retain or be restored to him, Xxxxxx hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary, and taken after consultation with and upon the advice of his attorney. Xxxxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxxxx is prevented from filing, commencing or maintaining any action against any of the Company Releasees, other than to enforce his all rights under the Separation Employment Agreement and the PRIMEDIA Release (as such terms are defined in the Separation Agreement) as well as his rights as set forth in Section 2 above Unit Agreement or otherwise that applied absent signing of this General Release. This General Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and Xxxxxx. Dated: 1/11/06 /s/ Xxxxx Xxxxxx XXXXX XXXXXX RELEASE PRIMEDIA Inc. (“PRIMEDIA”) hereby agrees on behalf of itself and the other Beneficiaries (as such term is defined in that certain Separation Agreement dated as of December 30, 2005 by and between Xxxxx Xxxxxx (“Xxxxxx”) and PRIMEDIA (the “Separation Agreement”)), in consideration of the covenants and agreements referred to in the Separation Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, that the Beneficiaries hereby, fully and completely forever release Xxxxxx (hereinafter referred to as the “Releasee”, which term includes all successors, heirs, executors, administrators, estate trustees and assigns of Xxxxxx) from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which the Beneficiaries or any of their respective agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Releasee, in law, admiralty or equity, whether known or unknown to the Beneficiaries, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by PRIMEDIA on behalf of itself and the other Beneficiaries, provided that the foregoing shall not include any claims to enforce the Beneficiaries’ rights or Xxxxxx’x obligations under, or with respect to, the Separation Agreement (or any exhibits, attachments, agreements or benefit plans or arrangements referenced therein). PRIMEDIA fully understands that this Release is a legally binding document and that by signing this Release PRIMEDIA is prevented from filing, commencing or maintaining any action against any Releasee, other than to enforce PRIMEDIA’s or the other Beneficiaries’ rights under the Separation Agreement and the General Release (as such terms are defined in the Separation Agreement). This Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and the Releasee. Dated: 1/11/2006 PRIMEDIA, INC. By: /s/ Xxxxxxx X. Xxxxx Title: Vice ChairmanRelease.

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this General Release, and that Xxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this General Release. Xxxxxx acknowledges and agrees that he is executing this General Release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 2 of the Separation Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Separation Agreement or the General Release, other than those set forth in the Separation Agreement. Xxxxxx further acknowledges, understands, and agrees that his employment with PRIMEDIA Pantry has terminated, that the provisions of Section 1 2 of the Separation Agreement are in lieu of any and all payments and benefits to which Xxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxxx will not be reemployed by PRIMEDIA, and that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxxx acknowledges that he has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign this General Release and that the Age Discrimination in Employment Act gives him the right to revoke this General Release within seven (7) days after it is signed, and Xxxxxx understands that he will not receive any payments under the Separation Agreement until such seven (7) day revocation period has passed and then, only if he has not revoked this General Release. To the extent Xxxxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxxxx hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary, and taken after consultation with and upon the advice of his attorney. Xxxxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxxxx is prevented from filing, commencing or maintaining any action against any of the Company Pantry Releasees, other than to enforce his rights under the Separation Agreement and the PRIMEDIA Release (as such terms are defined in the Separation Agreement) as well as his rights as set forth in Section 2 above of this General Release. This General Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA Pantry and Xxxxxx. Dated: 1/11/06 /s/ Xxxxx Xxxxxx XXXXX XXXXXX RELEASE PRIMEDIA Inc. (“PRIMEDIA”) hereby agrees on behalf of itself and the other Beneficiaries (as such term is defined in that certain Separation Agreement dated as of December 30_______ ___, 2005 by and between Xxxxx Xxxxxx (“Xxxxxx”) and PRIMEDIA (the “Separation Agreement”)), in consideration of the covenants and agreements referred to in the Separation Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, that the Beneficiaries hereby, fully and completely forever release Xxxxxx (hereinafter referred to as the “Releasee”, which term includes all successors, heirs, executors, administrators, estate trustees and assigns of Xxxxxx) from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which the Beneficiaries or any of their respective agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Releasee, in law, admiralty or equity, whether known or unknown to the Beneficiaries, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by PRIMEDIA on behalf of itself and the other Beneficiaries, provided that the foregoing shall not include any claims to enforce the Beneficiaries’ rights or Xxxxxx’x obligations under, or with respect to, the Separation Agreement (or any exhibits, attachments, agreements or benefit plans or arrangements referenced therein). PRIMEDIA fully understands that this Release is a legally binding document and that by signing this Release PRIMEDIA is prevented from filing, commencing or maintaining any action against any Releasee, other than to enforce PRIMEDIA’s or the other Beneficiaries’ rights under the Separation Agreement and the General Release (as such terms are defined in the Separation Agreement). This Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and the Releasee. Dated: 1/11/2006 PRIMEDIA, INC. By: /s/ Xxxxxxx X. Xxxxx Title: Vice Chairman2009

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this General ReleaseAgreement, and that Xxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this General ReleaseAgreement. Xxxxxx acknowledges and agrees that he is executing this General Release Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of the Separation this Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Separation Agreement or the General Releasethis Agreement, other than those set forth in the Separation this Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with PRIMEDIA has terminated, that the provisions of Section 1 of the Separation this Agreement are in lieu of any and all payments and benefits to which Xxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxxx will not be reemployed by PRIMEDIA, and that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxxx acknowledges that he has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign understands that, except as otherwise expressly provided for under this General Release and that the Age Discrimination in Employment Act gives him the right to revoke this General Release within seven (7) days after it is signedAgreement, and Xxxxxx understands that he will not receive any payments or benefits under the Separation this Agreement until such the seven (7) day revocation period provided for under the General Release has passed passed, and then, only if he has not revoked this General Release. To the extent Xxxxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxxxx hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary, and taken after consultation with and upon the advice of his attorney. Xxxxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxxxx is prevented from filing, commencing or maintaining any action against any of the Company Releasees, other than to enforce his rights under the Separation Agreement and the PRIMEDIA Release (as such terms are defined in the Separation Agreement) as well as his rights as set forth in Section 2 above of this General Release. This General Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and Xxxxxx. Dated: 1/11/06 /s/ Xxxxx Xxxxxx XXXXX XXXXXX RELEASE PRIMEDIA Inc. (“PRIMEDIA”) hereby agrees on behalf of itself and the other Beneficiaries (as such term is defined in that certain Separation Agreement dated as of December 30, 2005 by and between Xxxxx Xxxxxx (“Xxxxxx”) and PRIMEDIA (the “Separation Agreement”)), in consideration of the covenants and agreements referred to in the Separation Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, that the Beneficiaries hereby, fully and completely forever release Xxxxxx (hereinafter referred to as the “Releasee”, which term includes all successors, heirs, executors, administrators, estate trustees and assigns of Xxxxxx) from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which the Beneficiaries or any of their respective agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Releasee, in law, admiralty or equity, whether known or unknown to the Beneficiaries, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by PRIMEDIA on behalf of itself and the other Beneficiaries, provided that the foregoing shall not include any claims to enforce the Beneficiaries’ rights or Xxxxxx’x obligations under, or with respect to, the Separation Agreement (or any exhibits, attachments, agreements or benefit plans or arrangements referenced therein). PRIMEDIA fully understands that this Release is a legally binding document and that by signing this Release PRIMEDIA is prevented from filing, commencing or maintaining any action against any Releasee, other than to enforce PRIMEDIA’s or the other Beneficiaries’ rights under the Separation Agreement and the General Release (as such terms are defined in period during which no such revocation has occurred, the Separation Agreement“Revocation Period”). This Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and the Releasee. Dated: 1/11/2006 PRIMEDIA, INC. By: /s/ Xxxxxxx X. Xxxxx Title: Vice Chairman.

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this General Release, and that Xxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this General Release. Xxxxxx acknowledges and agrees that he is executing this General Release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of the Separation Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Separation Agreement or the General Release, other than those set forth in the Separation Agreement. Xxxxxx further acknowledges, understands, and agrees that his employment and/or service with PRIMEDIA the Company and each other member of the Company Group has terminated, that the provisions of Section 1 of the Separation Agreement are in lieu of any and all payments and benefits to which Xxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement and the Unit Agreement. Xxxxxx represents and warrants that there is no agreement, that Xxxxxx will arrangement or understanding (whether or not be reemployed by PRIMEDIAlegally binding) between any member of the Company Group, on the one hand, and that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA him or any of its parentsperson or legal entity with whom he is affiliated or related (including as an officer, companiesdirector, subsidiariesprincipal, divisions shareholder, limited or affiliatesgeneral partner, member or family member), on the other hand (it being understood that any such agreement, arrangement or understanding shall be terminated under this General Release, unless expressly provided for herein or in the Separation Agreement). Xxxxxx acknowledges that he has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign this General Release and that the Age Discrimination in Employment Act ADEA gives him the right to revoke this General Release within seven (7) days after it is signed, and Xxxxxx understands that he will not receive any payments under the Separation Agreement (other than the Accrued Benefits (as defined in the Separation Agreement)) until such seven (7) day revocation period has passed and then, only if he has not revoked this General Release. To the extent Xxxxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxxxx hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary, and taken after consultation with and upon the advice of his attorney. Xxxxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxxxx is prevented from filing, commencing or maintaining any action against any of the Company Releasees, other than to enforce his rights under the Separation Agreement and the PRIMEDIA Release (as such terms are defined in the Separation Agreement) as well as his rights as set forth in Section 2 above of this General Release. This General Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA the Company and Xxxxxx. Dated: 1/11/06 July 31, 2009 /s/ Xxxxx Xxxxxx XXXXX XXXXXX RELEASE PRIMEDIA Inc. (“PRIMEDIA”) hereby agrees on behalf of itself and the other Beneficiaries (as such term is defined in that certain Separation Agreement dated as of December 30, 2005 by and between Xxxxx Xxxxxx (“Xxxxxx”) and PRIMEDIA (the “Separation Agreement”)), in consideration of the covenants and agreements referred to in the Separation Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, that the Beneficiaries hereby, fully and completely forever release Xxxxxx (hereinafter referred to as the “Releasee”, which term includes all successors, heirs, executors, administrators, estate trustees and assigns of Xxxxxx) from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which the Beneficiaries or any of their respective agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Releasee, in law, admiralty or equity, whether known or unknown to the Beneficiaries, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by PRIMEDIA on behalf of itself and the other Beneficiaries, provided that the foregoing shall not include any claims to enforce the Beneficiaries’ rights or Xxxxxx’x obligations under, or with respect to, the Separation Agreement (or any exhibits, attachments, agreements or benefit plans or arrangements referenced therein). PRIMEDIA fully understands that this Release is a legally binding document and that by signing this Release PRIMEDIA is prevented from filing, commencing or maintaining any action against any Releasee, other than to enforce PRIMEDIA’s or the other Beneficiaries’ rights under the Separation Agreement and the General Release (as such terms are defined in the Separation Agreement). This Release is final and binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and the Releasee. Dated: 1/11/2006 PRIMEDIA, INC. By: /s/ Xxxxxxx XXXXXXX X. Xxxxx Title: Vice ChairmanXXXXXX