Code Section 1542 Sample Clauses

Code Section 1542. In consideration of the agreements set forth herein and the Severance Payments, Miko▇ ▇▇▇ees that upon termination of his employment with the Company he shall resign as a Director of the Board of Directors of the Company.
View SourceView Similar (2)
Code Section 1542. (h) Notwithstanding any provision of this Agreement to the contrary, to the extent any Newco Shareholder has any liability to any Buyer Indemnitee under this Section 10.1 which has not been satisfied by offset against the Seller Note executed in favor of such Newco Shareholder in accordance with Section 10.8, such Buyer Indemnitee shall be entitled to recover such liability solely from Carlyle Partners II, L.P., who shall be liable for all remaining liabilities of the Newco Shareholders subject to the limitations set forth herein, and no other Newco Shareholder shall have any liability or obligation to any Buyer Indemnitee with respect to such remaining Liabilities to the extent Carlyle Partners II, L.P. has satisfied such liability to such Buyer Indemnitee.
View Source
Code Section 1542. Buyer agrees that its sole recourse from the Equityholders, if any, with respect to the actual or alleged Release of Hazardous Substances on, under or from any Real Property or any violation of Environmental Laws by the Company shall be indemnification under this Section 10.1(b)(iv); (v) any Tax liability of the Company (which is not reflected in the reserve for Tax liability on the face of the Statement of Tangible Net Book Value (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income)) for any Pre-Closing Period; (vi) any Closing Exceptions that are not Noticed Events (as defined below) and any additions or modifications to the Disclosure Schedule that are delivered in accordance with Section 11.5 and are not Noticed Events; and (vii) any circumstance, event or change in the Company or the Business (which may or may not also be a Closing Exception) that is described in a notice delivered by the Company pursuant to Section 9.1(d)(i) of this Agreement (each such circumstance, event or change, a "Noticed Event"), but only to the extent that the Damages arising from all Noticed Events in the aggregate are equal to or less than $2,000,000, it being understood that Damages arising from Noticed Events in excess of $2,000,000 arising therefrom are not subject to indemnification. (c) Subject to the limitations provided in this Article X, the Newco Shareholders, pro rata according to their respective Newco Shareholder Percentage Interests as set forth in Exhibit A attached hereto, shall, as principal obligors and not as guarantors or sureties, on a several and not joint and several basis, indemnify, hold harmless and defend the Buyer Indemnitees in respect of any and all Damages reasonably incurred by any Buyer Indemnitee as a result of any Tax liability for any Pre-Closing Period (computed without offset for the carryback of any Post-Closing Period losses) which has not been (i) reflected on the Closing Date as a decrease to the Purchase Price under Section 2.6 of this Agreement or (ii) paid to Buyer following the Closing Date pursuant to Section 2.6 or Section 6.10(c) of this Agreement. (d) Notwithstanding any contrary provision of this Agreement or any certificate, agreement or other document, no Equityholder shall have any obligation under this Section 10.1 (other than Basket Excluded Claims) unless and until the aggregate amount of Damages incurred for which Buyer Indemnitees are entitled to be indemni...
View Source
Code Section 1542. The Severance Amount will be paid and the Common Stock held in the deferred compensation account will be released within five (5) business days of the termination of your employment (after accounting for any statutory waiting periods that are applicable) with the Company either without cause or through non-renewal of your Employment Agreement."
View Source
Code Section 1542. The Severance Amount will be paid and the Common Stock held in the deferred compensation account will be released within five (5) business days of the termination of your employment (after accounting for any statutory waiting periods that are applicable) with the Company either without cause or through non-renewal of your Employment Agreement." For purposes of this Section 8 and Section 4, termination for cause shall mean termination for one of the following reasons: dishonesty in performing your duties; willful misconduct; breach of fiduciary duty involving self-dealing or personal profit; intentional material failure to perform duties or abide by Company policies, in each case to the extent such duties or policies have been communicated to you in writing or their existence is otherwise known to you and you have not cured such failure within a reasonable time after written notice of such failure is given to you; conviction, entry of a plea of guilty or nolo contendere in connection with any alleged violation, or any actual violation, of any law, rule, regulation (other than traffic violations or similar offenses) or any cease-and-desist or other court order that would embarrass the Company; involvement in any legal proceeding which, in the opinion of legal counsel to the Company, would be required to be disclosed pursuant to rules and regulations of the Securities and Exchange Commission, other than proceedings under federal bankruptcy laws or state insolvency laws involving entities in which you have less than a fifty percent (50%) interest; any intentional material breach of this Amended and Restated Employment Agreement; non-prescription use of any controlled substance or the use of alcohol or any other non-controlled substance which the Board reasonably determines renders you unfit to serve in your capacity as an officer of the Company; or any intentional act or omission which the Board reasonably determines has a material adverse effect on the public image, reputation or integrity of the Company. Except as provided above, termination for cause shall not include termination on account of job performance failing to meet criteria or expectations of the Board. If you voluntarily resign, or your employment is terminated by the Company for cause, or your employment terminates as a result of your death or disability, you will not be entitled to any severance benefits pursuant to the first paragraph of this Section 8 except as provided in Section 7 with resp...
View Source
Code Section 1542. The Executive acknowledges that the Executive has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Executive, being aware of said Code section, hereby expressly waives any rights the Executive may have thereunder, as well as any other statutes or common law principles of similar effect.
View Source

Related to Code Section 1542

  • Civil Code Section 1542 The Employee represents that the Employee is not aware of any claims against the Company other than the claims that are released by this Agreement. The Employee acknowledges that the Employee has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows:

  • California Civil Code Section 1542 It is possible that other claims not known to the Parties arising out of the facts alleged in the Notice and relating to the Covered Products will develop or be discovered. EHA on behalf of itself only, on one hand, and ▇▇▇▇▇▇ on behalf of itself only, on the other hand, acknowledge that this Settlement Agreement is expressly intended to cover and include all such claims up through the Effective Date. The Parties acknowledge that the claims released in Sections 4.1 and 4.2 may include unknown claims, and nevertheless waive California Civil Code section 1542 as to any such unknown claims. California Civil Code section 1542 reads as follows: EHA and ▇▇▇▇▇▇ each acknowledge and understand the significance and consequences of this specific waiver of California Civil Code § 1542.

  • Waiver of California Civil Code Section 1542 Borrower acknowledges that there is a risk that subsequent to the execution of this Agreement it may incur or suffer losses, damages or injuries which are in some way caused by the transactions referred to in the Loan Documents or this Agreement, but which are unknown and unanticipated at the time this Agreement is executed. Borrower does hereby assume the above mentioned risks and agree that this Agreement shall apply to all unknown or unanticipated results of the transactions and occurrences described herein, as well as those known and anticipated, and upon advice of counsel, Borrower does hereby knowingly waive any and all rights and protections under California Civil Code Section 1542 which section has been duly explained and reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

  • Waiver of Civil Code Section 1542 (a) Executive understands and agrees that the release provided herein extends to all Claims released above whether known or unknown, suspected or unsuspected, which may be released as a matter of law. Executive expressly waives and relinquishes any and all rights he/she may have under California Civil Code section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” (b) Executive expressly waives and releases any rights and benefits which he/she has or may have under any similar law or rule of any other jurisdiction. It is the intention of each party through this Agreement to fully, finally and forever settle and release the Claims as set forth above. In furtherance of such intention, the release herein given shall be and remain in effect as a full and complete release of such matters notwithstanding the discovery of any additional Claims or facts relating thereto.

  • California Civil Code § 1542 It is possible that other claims not known to the Parties arising out of the facts alleged in the Notice and relating to the Products will develop or be discovered. ▇▇▇▇▇▇▇▇ on behalf of himself only, on one hand, and ▇▇▇▇▇▇▇▇, on the other hand, acknowledge that this Agreement is expressly intended to cover and include all such claims up through the Effective Date, including all rights of action therefor. The Parties acknowledge that the claims released in §§