Your Agreements. You agree that:
(i) Without the consent of the Corporation, You will not terminate employment with the Corporation without giving 60 days prior notice to the Corporation, and during such 60 day period You will assist the Corporation, as and to the extent reasonably requested by the Corporation, in training the successor to Your position with the Corporation. The provisions of this Section 4(i) shall not apply to any termination (voluntary or involuntary) of Your employment pursuant to Section 1(ii)(c) hereof.
(ii) Without the consent of the Corporation or except as may be required by law, You will not at any time after termination of Your employment with the Corporation disclose to any person, corporation, firm, or other entity, confidential information concerning the Corporation of which You have gained knowledge during employment with the Corporation.
(iii) In the event that You have received any benefits from the Corporation under Section 3 of this Agreement, then, during the period of 24 months following the date that the termination of Your employment became effective, You, upon request by the Corporation:
(a) Will consult with one or more of the executive officers concerning the business and affairs of the Corporation for not to exceed four hours in any month at times and places selected by You, all without compensation other than what is provided for in Section 3 of this Agreement; and
(b) Will testify as a witness on behalf of the Corporation in any legal proceedings involving the Corporation which arise out of events or circumstances that occurred or existed prior to the date that the termination of Your employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 3 of this Agreement, provided that all out-of-pocket expenses incurred by You in connection with serving as a witness shall be paid by the Corporation. You shall not be required to perform Your obligations under this Section 4(iii) if and so long as the Corporation is in default with respect to performance of any of its obligations under this Agreement.
Your Agreements. From the Effective Date until the Specified Amount of Future Receivables and all other amounts owed to us under this Agreement are delivered to us in full you agree (a) to conduct your business in good faith and in a manner that reflects favourably at all times on the good name, goodwill and reputation of you and us and to use your best efforts to continue your business at least at its current level to ensure that we obtain the Specified Amount of Future Receivables from any platform on, or method with, which it is generated; (b) not to take any action to discourage us from receipt or collection of the Specified Amount of Future Receivables, including (i) disposing of assets or inventory used in the generation of Future Receivables (including disposing in a manner that is not in the ordinary course of business, that is inconsistent with your general past practice, or to a related party or an affiliate), (ii) diverting Future Receivables from the Connected Accounts, or (iii) removing or changing any Connected Account’s authorizations, log-in or access codes which you have provided to us (including username, password, email address or other access credentials); (c) not to enter into any cash advance, factoring, royalty, revenue share or similar arrangement that relates to or involves your Future Receivables with any party other than us or our affiliates; (d) not to enter into any new loan agreement that is secured (without provisions for release) by the Future Receivables; (e) to diligently continue engaging in continuous activities that generate Future Receivables; (f) to comply with all laws, regulations, and other applicable requirements to the extent that such compliance is required in order for you to continue engaging in activities that generate Future Receivables; (g) that any representation, statement, certification, or information made or furnished to us by you or on your behalf, including information provided by you in our online forms and applications (including in connection with due diligence), is and will be true, accurate and complete; (h) to notify us immediately if we make a mistake in connection with the Advance or your delivery of Future Receivables; (i) to return to us immediately any funds that we provided to you in error or that are subject to dispute; (j) to continue to share with us, and cause to be shared with us, any banking, payment processor, billing, platform, account data or other information we request related to Future Receiva...
Your Agreements. By accepting the Restricted Stock Award, you agree that, while you are employed with SpartanNash and for twelve (12) months following the termination of your employment for any reason, you will not, directly or indirectly:
a. be employed or engaged by, own any interest in, manage, control, participate in, serve on the board of directors of, consult with, provide advice to, contribute to, lend money to or otherwise finance, hold a security interest in, render services for, or provide assistance to, any Person that engages or is preparing to engage, anywhere within the Restricted Area, in any Business with respect to which you had responsibility at any time within the 24‑month period preceding the termination of your employment for any reason, or with respect to which you possess any Confidential Information; provided, however, that you may make passive investments of not more than one percent (1%) of the capital stock or other ownership or equity interest, or voting power, in a public company, registered under the Securities Exchange Act of 1934, as amended;
(i) solicit or conduct business with any Covered Customer or any current, former or prospective supplier; or (ii) otherwise induce any current, former or prospective customer, supplier, contractor, or other third party to stop doing business with SpartanNash, adversely change the terms or amount of its business with SpartanNash, refuse to do business with SpartanNash; or (iii) otherwise interfere with any SpartanNash business relationships; or 4813-7743-0175\5
c. hire, engage, or solicit for employment or engagement any individual who was employed or engaged by SpartanNash at any time within the 24‑month period preceding the termination of your employment for any reason, or encourage or persuade any such individual to end his or her relationship with SpartanNash. You agree that the restrictions above are necessary to ensure the protection and continuity of the business and goodwill of SpartanNash, and that the restrictions are reasonable as to geography, duration and scope.
Your Agreements. You acknowledge that you will, independently and without reliance upon us and based on such financial statements and other documents and information as you deem appropriate, make your own credit analysis and decision in connection with each Participation accepted by you under this Agreement and continue to make your own credit decisions with respect to each Participation accepted by you under this Agreement.
Your Agreements. You agree not to make Transactions that would overdraw any account. If, by mistake, you are permitted to make a Transaction that you should not have been allowed to make, we may charge the amount involved to a valid account or otherwise hold you liable. You agree to follow the instructions posted for use of the ATMs/ITMs and POS terminals accessible by your Card. You agree to follow the instructions we provide to you in connection with the Automated Phone Service. These instructions will be considered part of this EFT Agreement. When a PIN/AC is required, you cannot make Transactions without the entry of your correct PIN/AC. Entries of an incorrect PIN at an ATM/ITM may result in your Card being retained by the ATM/ITM. You must then contact us to order a replacement card.
Your Agreements. You hereby covenant and agree as follows:
A. Your termination from employment with the Company shall be effective as of the Separation Date, without the need of acceptance or further action by the Company.
B. You (individually or through your counsel) shall coordinate with the Company (or its counsel) to ensure the prompt and complete return to the Company and/or deletion of all SeaChange property and documents (whether in hard copy or electronic form) in your custody and possession within seven (7) calendar days of the Separation Date, and you agree that you will not retain any copies thereof. If you discover any Company property or documents in the future, you will immediately notify the Company.
C. You will abide by the terms of your NDA. By way of reminder, a copy of the NDA is attached as Exhibit B.
D. You will abide by any and all common law and/or statutory obligations relating to the protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information, and you specifically agree that you will not disclose any confidential or proprietary information that you acquired as an employee of the Company to any other person or entity, or use such information in any manner that is detrimental to the interests of the Company.
E. You and the Company will keep confidential and not publicize or disclose the circumstances or negotiations leading to the existence and terms of this Agreement, other than to (i) an immediate family member, your legal counsel, accountant or financial advisor, provided that any such individual to whom disclosure is made shall be bound by these confidentiality obligations; or (ii) as mandated by applicable state or federal law.
F. Nothing in this Agreement prohibits you from providing truthful testimony in any legal proceeding or in communicating with any governmental agency or representative or from making any truthful disclosure required, authorized or permitted under law; provided, however, that in providing such testimony or making such disclosures or communications, you will use your best efforts to ensure that this Section 6 and the NDA are complied with to the maximum extent possible. In addition, any non-disclosure provision in this Agreement does not prohibit or restrict you (or your attorney, if applicable) from initiating communications directly with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any...
Your Agreements. You hereby covenant and agree as follows:
A. Your termination from employment with the Company shall be effective as of the Resignation Date, without the need of acceptance or further action by the Company.
B. You will for a period ending on December 31, 2022, assist the Company upon request up to 5 hours per week, to continue all business development efforts related to the application of self-learning algorithms and the symbolic tagging and organizing of physical objects (“Ongoing Cooperation”).
C. Except for the phone purchased by the Company and as needed in conjunction with the Ongoing Cooperation and your service as a director, you and the Company agree that you do not have any Symbolic property and documents (whether in hard copy or electronic form) in your custody and possession. If you discover any such Company property or documents in the future, you will immediately notify the Company.
D. You will abide by any and all common law and/or statutory obligations relating to the protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information, and you specifically agree that you will not disclose any confidential or proprietary information that you acquired as an employee of the Company to any other person or entity, or use such information in any manner that is detrimental to the interests of the Company.
E. To the extent you maintain or acquire any intellectual property rights regarding the Company’s businesses related to the application of self-learning algorithms and the symbolic tagging and organizing of physical objects, you grant the Company a perpetual license to the same, as of the Resignation Date.
F. You and the Company will keep confidential and not publicize or disclose the circumstances or negotiations leading to the existence and terms of this Agreement, other than to (i) an immediate family member, your legal counsel, accountant or financial advisor, provided that any such individual to whom disclosure is made shall be bound by these confidentiality obligations; or (ii) as mandated by applicable state or federal law. Any statement regarding your Resignation placed on the Company’s website or as a current report filed on form 8-K with the Securities Exchange Agreement shall be mutually approved.
G. Nothing in this Agreement prohibits you from providing truthful testimony in any legal proceeding or in communicating with any governmental agency or representative or from making any t...
Your Agreements. You agree to:
1. Pay the Rent in cleared funds on or before the due date specified above and at the frequency specified above by bank transfer only to the bank account that we shall inform you of in writing from time to time.
2. Pay to the relevant local authority all Council Tax directly due in respect of charges arising from a separate council tax band being applied to the Room during the Tenancy.
3. Where any Rent or other monies due under this agreement are not made within 14 days of the due date to pay interest on such sums at the rate of 3% above the Bank of England base rate for the period from when the sums became due until the date of payment.
4. Pay the Deposit in full to us, in cleared funds, prior to the start of the tenancy. You will not receive interest on the Deposit. We will refund your Deposit to you in accordance with the rules of The Deposit Protection Service at the end of this Agreement and when you have left the Property subject to deductions for the following items: ● any Rent which is due but remains unpaid at the end of the Tenancy ● any unpaid bills relating to you ● costs for any damage to the Property, the Room, or any items listed in the Room Inventory or to the facilities provided in the communal areas that was caused by you or your guests which is not caused by fair wear and tear ● a fair and reasonable share of the costs of the damage to the facilities in the communal areas of the Property if the person responsible cannot be identified ● any damage or loss to us resulting from any breach of this Agreement by you ● clearing any rubbish or personal belongings left by you in the Property ● any costs or professional fees we might incur in enforcing the terms of this Agreement against you.
5. Pay any reasonable costs and expenses incurred by us where you have not carried out your responsibilities under this agreement.
6. Pay any reasonable costs and expenses that are incurred by us as a result of responding to any request you make for any consent or permission under this agreement.
7. If a prohibited payment (as defined in the Tenant Fee Act 2019) is taken you consent to it being applied towards the Rent
8. Pay to us or our Agents, on a full indemnity basis, all reasonable costs and expenses awarded by the Court or incurred by us for the following: ● recovering or attempting to recover any Rent or other monies owed to us in accordance with this Agreement ● the enforcement of your obligations under this Agreement ● the service of ...
Your Agreements. By signing this letter, which is an agreement and general release (this “Agreement”), you knowingly and voluntarily acknowledge, agree to and represent and warrant the following, effective as of December 31, 2010:
1. You hereby resign as a director, officer and employee of the Company, and in all other capacities with respect to the Company and its affiliates, all effective as of the close of business on December 31, 2010.
2. You agree that certain payments to be made to you by the Company hereunder are monies and benefits to which you are not entitled under any policy or custom of the Company and that such payments constitute full and fair consideration for the agreements, restrictions, representations, warranties, and waivers of rights and claims and the releases stated in this Agreement; that you have not assigned to any other person or entity any of the rights and claims waived and released in this Agreement; that you have full right and authority to grant the waivers and releases in this Agreement; and that there are no third party claims or liens to which such payments under this Agreement may be subject.
3. This Agreement and the terms stated herein are agreed upon as an amicable resolution of all matters arising between the Company and you, and nothing in this Agreement shall constitute or be construed as an admission of any wrongdoing or liability on your part or on the part of the Company.
4. You have turned over to the Company all property belonging to the Company (including trade secrets and all other confidential and proprietary information; computer passwords, files, and computer discs; documents, notes, correspondence, and other papers; keys; and all Company issued equipment). You have not and will not damage or make copies of any Company property. If you should find yourself in possession of any property of the Company, you will return such property to the Company immediately.
5. You will not make any statements about the Company or its affiliates or any of their respective officers, directors, managers or employees which could be construed by a reasonable person as negative. Nothing contained in this paragraph is intended to prevent you from testifying truthfully in any legal proceeding;
6. You reaffirm all your continuing agreements and obligations in your Employment Agreement executed by you on May 27, 2008, effective as of June 1, 2007 (the “Employment Agreement”), including your continuing agreements and obligations in Article VI (Prot...
Your Agreements. You agree to provide us accurate and complete information, including in any request for a Loan. You agree that each Loan may be used solely for personal, family, or household purposes. You agree not to allow any other person access to your credentials to use Apple Pay Later on your behalf, but you will be liable for any activity by a person you authorize to use Apple Pay Later. You warrant and represent that you have the legal competence and capacity to execute and perform these Apple Pay Later Terms.
