Other Acknowledgements. Nothing in this Agreement prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.
Other Acknowledgements. The parties acknowledge and agree that the restrictions of this Section 6 have been carefully negotiated at arm’s length and are believed by the parties to be reasonable and necessitated by legitimate business needs. Notwithstanding the preceding statement, if any provision set forth in this Section 6 is determined by any competent court or tribunal to be unenforceable or invalid for any reason, the parties agree that this Section 6 will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. The parties further acknowledge and agree that the Executive’s obligations under this Agreement are unique and that any breach or threatened breach of such obligations may result in irreparable harm and substantial damages to the USF Group. Accordingly, in the event of a breach or threatened breach by the Executive of any of the provisions of this Section 6, any member of the USF Group shall have the right, in addition to exercising any other remedies at law or equity which may be available to it under this Agreement or otherwise, to obtain ex parte, preliminary, interlocutory, temporary or permanent injunctive relief, specific performance and other equitable remedies in any court of competent jurisdiction, to prevent the Executive from violating such provision or provisions or to prevent the continuance of any violation thereof, together with an award or judgment for any and all damages, losses, liabilities, expenses and costs incurred by the USF Group as a result of such breach or threatened breach including, but not limited to, attorneys’ fees incurred by the USF Group in connection with, or as a result of, the enforcement of these covenants. The Executive expressly waives any requirement based on any statute, rule or procedure, or other source, that any member of the USF Group post a bond as a condition of obtaining any of the above described remedies.
Other Acknowledgements. Nothing in this Separation Agreement prevents you from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. Furthermore, no Company policy or individual agreement between the Company and you shall prevent you from providing information to government authorities regarding possible legal violations, participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, engaging in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.) or receiving a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege.
Other Acknowledgements. Guest and Guest’s Invitee acknowledge(s) that the Lodge Operator and Lodge owner engage in separate hunting/fishing activities, have limited space, and that while the Lodge Operator will, in good faith, ensure that Guest and Guest’s Invitee have priority in booking reservations in a given season, Guest will, to the extent practicable, make reservations for use of the Lodge under this Agreement in advance.
Other Acknowledgements a. I represent that I have the authority to give this Informed Consent, Release of Liability, Assumption of Risk for the Student Participant’s participation in the District’s athletic program and use of District premises and facilities. I am the parent/legal guardian of the Student Participant, or I am 18 years of age or older, and have the unrestricted right to enter into this Informed Consent, Release of Liability, Assumption of Risk.
Other Acknowledgements. The material features of the Plan are described in a prospectus intended to satisfy the requirements of Section 10(a) of the Securities Act (the “Prospectus”). A copy of the Prospectus, as well as a copy of the Company’s annual report to security holders containing the information required by Rule 14a-3(b) under the Exchange Act for the Company’s latest fiscal year, has been provided to the Optionee by the Company, and the Optionee hereby acknowledges receipt of the same. Additional copies of these documents as well as a copy of the Plan shall be made available by the Company to the Optionee upon request.
Other Acknowledgements. You and the Company also acknowledge and agree that any outstanding option rights, cash incentive awards, restricted stock unit awards and performance share unit awards previously granted by the Company to you under the Equity Plan will be amended by this Separation Agreement to the extent necessary or desirable to provide for the treatment of such awards as set forth in Exhibit B attached hereto.
Other Acknowledgements. Each Seller represents, severally with respect to itself only and not with respect to any other such party, that it is a sophisticated investor. Each Seller further represents, severally with respect to itself only and not with respect to any other such party, that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon the Company, made its own analysis and decision to sell the Purchased Shares. Each Seller acknowledges, severally with respect to itself only and not with respect to any other such party, that none of the Company or any of their respective directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. Each Seller represents, severally with respect to itself only and not with respect to any other party, that (i) it is a sophisticated investor and (ii) the sale of the applicable Purchased Shares by Sellers was (x) privately negotiated in an independent transaction and (y) does not violate any rules or regulations applicable to such Seller.
Other Acknowledgements. You and the Company also acknowledge and agree that any outstanding awards under the Equity Plans will, subject to the approval of the Compensation Committee of the Board of Directors of the Company of this Separation Agreement, be amended by this Separation Agreement to the extent necessary or desirable to provide for the Separation Benefits.
Other Acknowledgements. The Seller represents that it is a sophisticated investor. The Seller further represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon Purchaser, made its own analysis and decision to sell the Purchased Shares. The Seller acknowledges that none of Purchaser or any of its Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement.
