Common use of Xxxxx Representations and Warranties Clause in Contracts

Xxxxx Representations and Warranties. Xxxxx represents that he has read carefully and fully understands the terms of this Agreement, and that Xxxxx 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. Xxxxx 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. Xxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx terminated, that the provisions of Section 1 of this Agreement are in lieu of any and all payments and benefits to which Xxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxx will not be reemployed by Xxxxxx, and that Xxxxx will not apply for or otherwise seek employment with Xxxxxx or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than under Section 1.2) 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, Xxxxxx and Xxxxx acknowledge that the parties will retain or be restored to all rights under the Employment Agreement or otherwise that applied absent signing of this Agreement, the General Release and the Company Release.

Xxxxx Representations and Warranties. Xxxxx represents that he has read carefully and fully understands the terms of this AgreementGeneral Release, and that Xxxxx 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. Xxxxx 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. Xxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx 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 Xxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxx will not be reemployed by Xxxxxx, and that Xxxxx will not apply for or otherwise seek employment with Xxxxxx or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxx 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 Xxxxx 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 under Section 1.2) 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 Xxxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxxx 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 his attorney. Xxxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxxx is prevented from filing, commencing or maintaining any action against any of Xxxxxx Releasees, other than to enforce his rights under the Separation Agreement and the Xxxxxx 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 Xxxxxx and Xxxxx. Dated: XXXXXX X. XXXXX Exhibit II XXXXXX GENERAL RELEASE Xxxxxx Packaging Company L.P. (“Xxxxxx”) hereby agrees on behalf of itself and the other Beneficiaries (as such term is defined in that certain Separation Agreement dated as of December 3, 2006 by and between Xxxxxx X. Xxxxx (“Xxxxx”) and Xxxxxx (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 Xxxxx (hereinafter referred to as the “Releasee”, which term includes all successors, heirs, executors, administrators, estate trustees and assigns of Xxxxx) 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 Xxxxxx on behalf of itself and the other Beneficiaries, provided that the foregoing shall not include any claims to enforce the Beneficiaries’ rights or Xxxxx’ obligations under, or with respect to, the Separation Agreement (or any exhibits, attachments, agreements or benefit plans or arrangements referenced therein). THIS MEANS THAT, EXCEPT AS PROVIDED ABOVE, BY SIGNING THIS GENERAL RELEASE, XXXXXX WILL HAVE WAIVED ANY RIGHT XXXXXX MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST RELEASEES BASED ON ANY ACTS OR OMISSIONS OF RELEASEES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT. Xxxxxx acknowledges and agrees that it has not relied on any representations, promises or agreements of any kind made to it in connection with its decision to accept the terms of the Separation Agreement or this Release, other than those set forth in the Separation Agreement. Xxxxxx, on behalf of itself and the other Beneficiaries, fully understands that this Release is a legally binding document and that by signing this Release Xxxxxx and the other Beneficiaries are prevented from filing, commencing or maintaining any action against any Releasee, other than to enforce Xxxxxx’x or the other Beneficiaries’ rights under the Separation Agreement and the General Release (as such period during which no such revocation has occurredterms are defined in the Separation Agreement). This Release is final and binding and may not be changed or modified, the “Revocation Period”); provided, however, that if such revocation occurs, except by written agreement by both of Xxxxxx and Xxxxx acknowledge that the parties will retain or be restored to all rights under the Employment Agreement or otherwise that applied absent signing of this Agreement, the General Release and the Company Release.Releasee. Dated: XXXXXX PACKAGING COMPANY L.P. By: Title:

Xxxxx Representations and Warranties. Xxxxx Xxxx represents that he has read carefully and fully understands the terms of this AgreementGeneral Release, and that Xxxxx Xxxx 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. Xxxxx Xxxx 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 amid 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. Xxxxx Xxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx PRIMEDIA 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 Xxxxx Xxxx may otherwise be entitled to receive pursuant to the Employment Letter Agreement, that Xxxxx Xxxx will not be reemployed by XxxxxxPRIMEDIA, and that Xxxxx Xxxx will not apply for or otherwise seek employment with Xxxxxx PRIMEDIA or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxx Xxxx acknowledges that be 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 Xxxx 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 under Section 1.2) 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 Xxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxx 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”); providedadvice of his attorney. Xxxx fully understands that this General Release is a legally binding document and that by signing this General Release Xxxx is prevented from filing, howevercommencing or maintaining any action against any of the Company Releasees, that if such revocation occurs, Xxxxxx and Xxxxx acknowledge that the parties will retain or be restored other than to all enforce his rights under the Employment Separation Agreement or otherwise that applied absent signing as well as his rights as set forth in Section 2 above of this Agreement, the General Release. This General Release is final and the Company Release.binding and may not be changed or modified, except by written agreement by both of PRIMEDIA and Xxxx. Dated: May 27 - 08 /s/ XXXXXX X. XXXX

Xxxxx Representations and Warranties. Xxxxx Xxxx represents that he has carefully read carefully and fully understands the terms of this Agreement, and that Xxxxx Xxxx 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. Xxxxx Xxxx 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 2 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. Xxxxx Xxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx PRIMEDIA terminated, that the provisions of Section 1 2 of this Agreement are in lieu of any and all payments and benefits to which Xxxxx Xxxx may otherwise be entitled to receive pursuant to the Employment Letter Agreement, that Xxxxx Xxxx will not be reemployed by XxxxxxPRIMEDIA, and that Xxxxx Xxxx will not apply for or otherwise seek employment with Xxxxxx PRIMEDIA or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxx Xxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than under Section 1.2) 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, Xxxxxx and Xxxxx acknowledge that the parties will retain or be restored to all rights under the Employment Agreement or otherwise that applied absent signing of this Agreement, the General Release and the Company Release.