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 Agreement, 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 Agreement. Xxxxxx acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of 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 this Agreement, other than those set forth in this Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment and/or service with the Company and each other member of the Company Group terminated, that the provisions of Section 1 of 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, and the parties further agree from time to time to cause their related parties to enter into any documentation 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 the General Release. Xxxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than the Accrued Benefits) until the seven (7) day revocation period provided for under the General Release has passed, and then, only if he has not revoked the General Release (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 all rights under the Employment Agreement and the Unit Agreement or otherwise that applied absent signing of this Agreement and the General Release.

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this AgreementGeneral 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 AgreementGeneral Release. Xxxxxx acknowledges and agrees that he is executing this Agreement General Release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 2 of this 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 this Agreementthe Separation Agreement or the General Release, other than those set forth in this the Separation Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment and/or service with the Company and each other member of the Company Group Pantry has terminated, that the provisions of Section 1 2 of this 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, 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, and the parties further agree from time to time to cause their related parties to enter into any documentation 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 General Release and that the Age Discrimination in Employment Act gives him the right to revoke this General Release. Release within seven (7) days after it is signed, and Xxxxxx understands that, except as otherwise expressly provided for under this Agreement, that he will not receive any payments or benefits under this the Separation Agreement (other than the Accrued Benefits) until the such 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 during which no such revocation has occurredwas entirely voluntary, and taken after consultation with and upon 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 all rights under the Employment Agreement and the Unit Agreement or otherwise that applied absent signing advice of this Agreement and the General Releasehis attorney.

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this Agreement, 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 Agreement. Xxxxxx acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of 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 this Agreement, other than those set forth in this Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment and/or service with the Company and each other member of the Company Group PRIMEDIA terminated, that the provisions of Section 1 of 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. , that Xxxxxx represents and warrants that there is no agreement, arrangement or understanding (whether or will not legally binding) between any member of the Company Group, on the one handbe reemployed by PRIMEDIA, and him that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA or any person of its parents, companies, subsidiaries, divisions 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, and the parties further agree from time to time to cause their related parties to enter into any documentation 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 the General Releaseaffiliates. Xxxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than the Accrued Benefits) until the seven (7) day revocation period provided for under the General Release has passed, and then, only if he has not revoked the General Release (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 all rights under the Employment Agreement and the Unit Agreement or otherwise that applied absent signing of this Agreement and the General Release.

Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this AgreementGeneral 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 AgreementGeneral Release. Xxxxxx acknowledges and agrees that he is executing this Agreement General Release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of this 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 this Agreementthe Separation Agreement or the General Release, other than those set forth in this the Separation Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment and/or service with the Company and each other member of the Company Group PRIMEDIA has terminated, that the provisions of Section 1 of this 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. , that Xxxxxx represents and warrants that there is no agreement, arrangement or understanding (whether or will not legally binding) between any member of the Company Group, on the one handbe reemployed by PRIMEDIA, and him that Xxxxxx will not apply for or otherwise seek employment with PRIMEDIA or any person of its parents, companies, subsidiaries, divisions 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, and the parties further agree from time to time to cause their related parties to enter into any documentation necessary to give effect to such intention)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. Release within seven (7) days after it is signed, and Xxxxxx understands that, except as otherwise expressly provided for under this Agreement, that he will not receive any payments or benefits under this the Separation Agreement (other than the Accrued Benefits) until the such 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 during which no such revocation has occurredwas entirely voluntary, and taken after consultation with and upon 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 all rights under the Employment Agreement and the Unit Agreement or otherwise that applied absent signing advice of this Agreement and the General Releasehis attorney.