Release Acknowledgements Sample Clauses

Release Acknowledgements. The Executive acknowledges, agrees and understands that:
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Release Acknowledgements. (a) Notwithstanding anything to the contrary contained herein, effective as of the Closing, (i) each Seller (individually and on behalf of its Affiliates) hereby releases and forever discharges Buyer, each Designated Buyer and each of their respective Affiliates and their respective successors and assigns and all officers, directors, partners, members, shareholders, employees and agents of each of them from any and all actual or potential claims, causes of action, proceedings, Liabilities, damages, expenses and/or Losses of whatever kind or nature (including attorneys’ fees and costs), in law or equity, known or unknown, suspected or unsuspected, now existing or hereafter arising, whether contractual, in tort or otherwise, which such Party had, has, or may have in the future to the extent relating to the Excluded Assets or the Excluded Liabilities and (ii) Buyer (individually and on behalf of its Affiliates) hereby releases and forever discharges each Seller and each of their respective Affiliates and their respective successors and assigns and all officers, directors, partners, members, shareholders, employees and agents of each of them from any and all actual or potential claims, causes of action, proceedings, Liabilities, damages, expenses and/or Losses of whatever kind or nature (including attorneys’ fees and costs), in law or equity, known or unknown, suspected or unsuspected, now existing or hereafter arising, whether contractual, in tort or otherwise, which such Party had, has, or may have in the future to the extent relating to the Purchased Assets or the Assumed Liabilities; provided that (x) nothing in this Section 5.07 shall constitute a release of any Person arising from conduct of such Person that is determined by a final order of a court of competent jurisdiction to have constituted an actual fraud, willful breach, knowing and intentional misrepresentation or criminal act by such Person and (y) nothing in this Agreement shall be construed to release any Person from any of its contractual obligations under this Agreement and the Transaction Documents, including its obligations in respect of the Purchased Assets, Assumed Liabilities, Excluded Assets and Excluded Liabilities, as the case may be, and its indemnification obligations under Article 12, each of which shall remain fully effective and enforceable from and after the Closing Date.
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Release Acknowledgements. You acknowledge that you have been advised, pursuant to California Government Code Section 12964.5(b)(4), that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period. Hxxx Xxxxx September 18, 2023
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Release Acknowledgements. Hxxxx acknowledges that: (i) no consideration other than as provided for by this Agreement has been or will be provided by the Released Parties, (ii) he will make no claim and hereby waives any right he may now have or may hereafter have, based upon any alleged oral modification of the foregoing release, and (iii) the foregoing release does not constitute an admission of a violation of any law, order, regulation, or enactment, or of wrongdoing of any kind by any Released Party.
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Release Acknowledgements. Hxxxxxxxx expressly represents and acknowledges that: (a) the Company and the Bank have advised Hxxxxxxxx to consult with legal counsel, Hxxxxxxxx has had the opportunity to seek the advice of legal counsel of Hxxxxxxxx’x own choice, Hxxxxxxxx has read this Agreement and the Release and has had the opportunity to have this Agreement and the Release explained to Hxxxxxxxx by legal counsel, and the terms and conditions hereof are fully understood and voluntarily accepted by Hxxxxxxxx, (b) Hxxxxxxxx is specifically agreeing to the terms of the Release because the Company and/or the Bank have agreed to enter into this Agreement, which Hxxxxxxxx was not otherwise entitled under the Company’s or the Bank’s policies or any agreement between the Company or the Bank and Hxxxxxxxx (in the absence of providing the Release), and the Company and the Bank have agreed to enter into this Agreement because of Hxxxxxxxx’x agreement to accept the Agreement in full settlement of all possible claims Hxxxxxxxx might have or ever had, and because of Hxxxxxxxx’x execution of this Agreement, (c) this Agreement does not waive or release any rights or claims that Hxxxxxxxx may have which arise after the date Hxxxxxxxx executes this Agreement, (d) the offer to accept the terms of this Agreement is open for 21 days from the date Hxxxxxxxx receives this Agreement, provided, that, should Hxxxxxxxx sign this Agreement within 21 days of the date that the Agreement was received by Hxxxxxxxx, then Hxxxxxxxx’x choice not to wait for the full 21-day period to expire was made knowingly and voluntarily, and was in no way induced by the Company or the Bank by means of intimidation, fraud, duress, or any other threat to withdraw the terms offered under this Agreement, (e) Hxxxxxxxx shall have the right to revoke the Release for a period of seven days following Hxxxxxxxx’x execution of this Agreement (the “Revocation Period”), by giving written notice of such revocation to Gxxx Xxxxxxx, Chairman of the Board, at 200 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxx, or by email at gxxx00xxx@xxxxx.xxx on or before 5:00 p.m. Eastern time on the last day of the Revocation Period, and (f) the Company’s and/or Bank’s obligations under this Agreement (other than the Accrued Obligations) shall not become effective until the eighth day following Hxxxxxxxx’x execution of this Agreement, provided Hxxxxxxxx has not revoked the Release during the Revocation Period (the “Release Effective Date”).
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Release Acknowledgements. Employee acknowledges that:
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Release Acknowledgements. You acknowledge that you have been advised, pursuant to California Government Code Section 12964.5(b)(4), that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period. You further acknowledge and agree that the release of claims in this Agreement is not provided in exchange for a raise, bonus, or as a condition of continued employment, but rather in exchange for the materially modified terms and conditions of employment during the Transition Period, eligibility for a consulting relationship and severance benefits you were not otherwise eligible to receive, and other consideration provided by the Company in this Agreement.
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Release Acknowledgements. The Employee acknowledges that: (i) no consideration other than as provided for by this Agreement has been or will be provided by the Released Parties, (ii) he will make no claim and hereby waives any right he may now have or may hereafter have, based upon any alleged oral modification of the foregoing release, and (iii) the foregoing release does not constitute an admission of a violation of any law, order, regulation, or enactment, or of wrongdoing of any kind by any Released Party.
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Related to Release Acknowledgements

  • Employee Acknowledgements You agree that:

  • Employee Acknowledgement The Executive acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment.

  • Executive Acknowledgements Executive acknowledges that (i) the Employer has separately bargained and paid additional consideration for the restrictive covenants in this Section 11 and (ii) the Employer will provide certain benefits to Executive hereunder in reliance on such covenants in view of the unique and essential nature of the services Executive will perform on behalf of the Employer and the irreparable injury that would befall the Employer should Executive breach such covenants. Executive further acknowledges that Executive’s services are of a special, unique and extraordinary character and that Executive’s position with the Employer will place Executive in a position of confidence and trust with customers and employees of the Employer and its subsidiaries and affiliates and with the Employer’s other constituencies and will allow Executive access to Trade Secrets and Confidential Information (each as defined below) concerning the Employer and its subsidiaries and affiliates. Executive further acknowledges that the types and periods of restrictions imposed by the covenants in this Section 11 are fair and reasonable and that such restrictions will not prevent Executive from earning a livelihood.

  • Executive Acknowledgement Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment. [Signature Page Follows]

  • Language Acknowledgement En signant et renvoyant le présent document décrivant les termes et conditions de votre attribution, vous confirmez ainsi avoir lu et compris les documents relatifs á cette attribution (le Plan et ce Contrat d’Attribution) qui vous ont été communiqués en langue anglaise. By accepting your RSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

  • Employee Acknowledgment Employee acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

  • Employee Acknowledgments Employee acknowledges and agrees that:

  • Tax Acknowledgement In connection with the Severance Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by him or her with respect to such Severance Benefits under applicable law. Executive acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits. ​

  • Executive Acknowledgment Executive acknowledges (a) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

  • Mutual Acknowledgement Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

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