Acknowledgement Contract Clauses (1,319)

Grouped Into 62 Collections of Similar Clauses From Business Contracts

This page contains Acknowledgement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Acknowledgement. EXECUTIVE acknowledges that: (i) he has been paid for all hours worked, and paid all remuneration owed to him, including but not limited to all wages, bonuses, and all other payments, (ii) he has not suffered any on-the-job injury for which he has not already filed a workers' compensation claim, (iii) he has received payment for any accrued, but unused, paid time off and has no accrued but unused PTO due to him, (iv) he has received any leave to which he was entitled during his employment, (v) h...e has not been retaliated or discriminated against because he took a family or medical leave or any reason protected by law, (vi) COMPANY has not interfered with his ability to request or take such leaves, and (vii) except as otherwise provided in this Agreement or provided by law, all other employment related benefits terminated as of the Separation Date. EXECUTIVE will not be entitled to compensation for any bonus plan, savings plan, incentive plan, stock plan or benefit not specifically mentioned within this Agreement. View More
Acknowledgement. EXECUTIVE acknowledges that: (i) he she has been paid for all hours worked, and paid all remuneration owed to him, including but not limited to all wages, bonuses, and all other payments, (ii) he she has not suffered any on-the-job injury for which he she has not already filed a workers' compensation claim, (iii) he she has received payment for any accrued, but unused, paid time off and has no accrued but unused PTO due to him, (iv) he she has received any leave to which he she was entitled duri...ng his her employment, (v) he she has not been retaliated or discriminated against because he she took a family or medical leave or any reason protected by law, (vi) COMPANY has not interfered with his her ability to request or take such leaves, and (vii) except as otherwise provided in this Agreement or provided by law, all other employment related benefits terminated as of the Separation Date. EXECUTIVE will not be entitled to compensation for any bonus plan, savings plan, incentive plan, stock plan or benefit not specifically mentioned within this Agreement. View More
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Acknowledgement. You acknowledge and agree that, subsequent to the termination of your employment, you shall not be eligible for any payments from the Company or Company-paid benefits, except as expressly set forth in this Agreement. You also acknowledge and agree that you have been paid for all time worked and have received all other compensation owed to you, except for any payments owed to you pursuant to Paragraph 1.
Acknowledgement. You acknowledge and agree that, subsequent to the termination of your employment, you shall not be eligible for any payments from the Company or Company-paid benefits, except as expressly set forth in this Agreement. You also acknowledge and agree that you have been paid for all time worked and have received all other compensation owed to you, except for any payments owed to you pursuant to Paragraph 1. The Company and you acknowledge and agree that none of the payments and benefits set forth in... this Agreement are being made in connection with or in contemplation of a change in control of the Company. View More
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Acknowledgement. The Company and Participant agree that the Option is granted under and governed by the Notice of Grant and this Option Agreement. Participant hereby accepts the Option subject to all of the terms and conditions set forth herein and those set forth in the Notice of Grant and acknowledges receipt of any policy incorporated by reference under Section 15 of this Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee up...on any questions relating to the Notice of Grant and this Option Agreement. View More
Acknowledgement. The Company and Participant agree that the Option RSU is granted under and governed by the Notice of Grant and Grant, this Option RSU Agreement. Participant hereby accepts the Option RSU subject to all of the terms and conditions set forth herein and those set forth in the Notice of Grant Grant, and acknowledges receipt of any policy incorporated by reference under Section 15 of this Option RSU Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or inter...pretations of the Committee upon any questions relating to the Notice of Grant and this Option RSU Agreement. View More
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Acknowledgement. Heater acknowledges that he: (a) has carefully read this Agreement in its entirety; (b) has been presented with the opportunity to consider it for at least twenty-one (21) days; (c) has been advised to consult and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Agreement; (d) fully understands the significance of all of the terms and conditions of this Agreement and has discussed them with his independent legal counsel or has been provi...ded with a reasonable opportunity to do so; (e) has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) is signing this Agreement voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein. View More
Acknowledgement. Heater Parnell acknowledges that he: (a) has carefully read this Agreement in its entirety; (b) has been presented with the opportunity to consider it for at least twenty-one (21) days; (c) has been advised to consult and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Agreement; (d) (c) fully understands the significance of all of the terms and conditions of this Agreement and has discussed them with his independent legal counsel or ha...s been provided with a reasonable opportunity to do so; (e) (d) has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) (e) is signing this Agreement voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein. View More
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Acknowledgement. The 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.
Acknowledgement. The Executive hereby acknowledges (a) that he Executive has consulted with or has had the opportunity to consult with independent counsel of his or her own choice concerning this Agreement Agreement, and has been advised to do so by the Company, and (b) that he Executive has read and understands the this Agreement, is fully aware of its legal effect, and has entered into it freely based on his or her own judgment.
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Acknowledgement. The Company and the Holder intend that the Note be treated as equity instruments in accordance with Section 385(c) of the Internal Revenue Code for purposes of determining federal income tax treatment. The Company and the Holder agree to file their respective tax returns in a manner consistent with such characterization.
Acknowledgement. The Company and the Holder intend that the Note be treated as equity instruments in accordance with Section 385(c) of the Internal Revenue Code for purposes of determining federal income tax treatment. The Company and the Holder agree to file make such Section 385(c) election in their respective tax returns in a manner consistent with such characterization. filings.
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Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement. 3 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, HEYU BIOLOGICAL TECHNOLOGY CORPORATION By: /s/ Ban Siong Ang Name: Ban Siong Ang Title: President, Chief Execut...ive Officer, and Chairman of the Board of Directors AGREED AND ACCEPTED: By: /s/ Stephan Truly Busch Name: Dr. Stephan Truly Busch 4 Schedule A The Director is offered to serve on the following Board committee(s): Committee Title Audit Committee Nominating and Governance Committee Compensation Committee 5 Schedule B Compensation During your term as a member of Board of Directors of the Company, you will receive cash compensation in the amount of $3,750, payable quarterly and [share]/[option] compensation as set forth below: [Share]/[Options] Amount Exercise Price Vesting Schedule Potential Forfeiture 6 EX-10.1 3 f8k070119ex10-1_heyubio.htm DIRECTOR OFFER LETTER FOR A DIRECTOR WITH MR. BUSCH DATED APRIL 16, 2019 Exhibit 10.1 HEYU BIOLOGICAL TECHNOLOGY CORPORATION 4th Floor, No. 10 Building, Xinglin Bay Business Operation Center, Jimei District, Xiamen City Fujian Province, China 361022 +86-15859240902 April 16, 2019 STEPHAN TRULY BUSCH Ringstr. 33B 38304 Wolfenbuettel Germany Re: Director Offer Letter for A Director Dear Mr. Stephan Truly Busch, Heyu Biological Technology Corporation, a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. View More
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement. 3 The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above. Sincerely, HEYU BIOLOGICAL TECHNOLOGY CORPORATION By: /s/ Ban Siong Ang Name: Ban Siong Ang Title: President, Chief Execut...ive Officer, Director, and Chairman of the Board of Directors AGREED AND ACCEPTED: By: /s/ Stephan Truly Busch Senad Busatlic Name: Dr. Stephan Truly Busch Senad Busatlic 4 Schedule A The Director is offered to serve on the following Board committee(s): Committee Title Audit Committee Nominating and Governance Committee Compensation Committee 5 Schedule B Compensation During your term as a member of Board of Directors of the Company, you will receive cash compensation in the amount of $3,750, payable quarterly and [share]/[option] compensation as set forth below: [Share]/[Options] Amount Exercise Price Vesting Schedule Potential Forfeiture 6 EX-10.1 3 f8k070119ex10-1_heyubio.htm EX-10.2 4 f8k070119ex10-2_heyubio.htm DIRECTOR OFFER LETTER FOR A AN INDEPENDENT DIRECTOR WITH MR. BUSCH BUSATLIC DATED APRIL 16, 2019 Exhibit 10.1 10.2 HEYU BIOLOGICAL TECHNOLOGY CORPORATION 4th Floor, No. 10 Building, Xinglin Bay Business Operation Center, Jimei District, Xiamen City Fujian Province, China 361022 +86-15859240902 April 16, 2019 STEPHAN TRULY BUSCH Ringstr. 33B 38304 Wolfenbuettel Germany SENAD BUSATLIC Cumurija 6/2 Sarajevo Bosnia-Herzegovina Re: Director Offer Letter for A An Independent Director Dear Mr. Stephan Truly Busch, Senad Busatlic, Heyu Biological Technology Corporation, a Nevada corporation (the "Company"), is pleased to offer you a position as of member of its Board of Directors (the "Board"). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. View More
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Acknowledgement. The Executive acknowledges (a) that the Company hereby advises her to consult with legal counsel prior to signing this Agreement, (b) that she has had a full and adequate opportunity to read and understand the terms and conditions contained in this Agreement, (c) that she has been provided with this Agreement a minimum of 10 business days prior to the date this Agreement becomes effective, and (d) that the post-employment noncompetition and nonsolicitation provisions are supported by fair and re...asonable consideration. View More
Acknowledgement. The Executive acknowledges (a) that the Company hereby advises her to consult with legal counsel prior to signing this Agreement, (b) that she has had a full and adequate opportunity to read and understand the terms and conditions contained in this Agreement, (c) that she has been provided with this Agreement a minimum of 10 business days prior to the date this Agreement becomes effective, and (d) that the post-employment noncompetition and nonsolicitation provisions are supported by fair and re...asonable consideration. 13 30. Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument. View More
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Acknowledgement. To avoid doubt, and notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to any severance compensation or benefits in connection with a termination due to the Executive's Disability or death, by the Company for Cause, or by the Executive without Good Reason. -8- 7. Section 409A. (a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive's separation from service within the meaning of Section 409A, the Company determi...nes that the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive's separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(a)(2)(B)(i), such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section. -9- 8. Restrictive Covenants. As a condition of the Executive's employment, the Executive must sign the Company's (i) Non-Competition and Non-Solicitation Agreement and (ii) Invention and Non-Disclosure Agreement (collectively, the "Restrictive Covenant Agreements"). Copies of the Restrictive Covenant Agreements are attached hereto as Exhibit B. View More
Acknowledgement. To Executive acknowledges that this Agreement is written in a manner that he understands, and that he, in fact, understands the terms, conditions and effect of this Agreement; that he does not waive rights or claims that may arise after the date this Agreement is executed; and that the rights and claims released and waived by him herein are in exchange for additional consideration in addition to anything of value to which Executive already is entitled. 6 16. Section 409A of the Code. 16.1. This ...Agreement is intended to be exempt from, or, to the extent that such requirements are applicable, comply with, the requirements of Section 409A and shall be interpreted and administered in accordance with that intent. If any provision of this Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid doubt, the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the deferral election rules under Section 409A and notwithstanding the exclusion from Section 409A for certain short-term deferral amounts. Anything to the contrary herein notwithstanding, in the event that any such benefit or payment is deemed to result in the imposition of taxes and/or penalties under Section 409A, the Company and Executive agree to renegotiate in good faith any such benefit or payment so that either (i) Section 409A will not apply or (ii) such benefit or payment does not result in the imposition of taxes and/or penalties under Section 409A, provided, however, that any resulting renegotiated terms shall provide to Executive, to the extent reasonably practicable, the after-tax economic equivalent based on what otherwise would have been provided to Executive pursuant to the terms of this Agreement. Notwithstanding anything herein to the contrary, Executive acknowledges and agrees that in the event that any tax is imposed under Section 409A in respect of any compensation or benefits payable to Executive, whether under or in connection with this Agreement or otherwise, then (i) the payment of such tax shall be solely Executive's responsibility, and (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such tax. 16.2. Notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to any severance no compensation or benefits, including without limitation any payments or benefits in connection with a termination due payable under Section 4 of this Agreement, shall be paid to Executive during the six (6)-month period following Executive's Disability or death, by "separation from service" from the Company for Cause, or by the Executive without Good Reason. -8- 7. Section 409A. (a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive's separation from service within (within the meaning of Section 409A, 409A) (a "Separation from Service") to the extent that the Company determines that paying such amounts at the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), then to the extent any payment time or benefit that the Executive becomes entitled to under times indicated in this Agreement on account would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Executive's separation from service would be considered deferred compensation subject to Code. If the 20 percent additional tax imposed pursuant to Section 409A(a) payment of any such amounts is delayed as a result of the application of Section 409A(a)(2)(B)(i), such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable previous sentence, then on an installment basis, the first payment business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of Executive's death), the Company shall include pay Executive a catch-up payment covering amounts lump-sum amount equal to the cumulative amount that would have otherwise have been paid payable to Executive during the six-month period but for the application of this provision, such six (6)-month period. 16.3. All reimbursements and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be made or provided by in accordance with the Company or requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred by the Executive during the period of time periods set forth specified in this Agreement. All reimbursements shall Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be paid as soon as administratively practicable, but provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no event shall any reimbursement be paid after later than the last calendar day of the taxable calendar year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect is incurred, and (iv) the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section. -9- 8. Restrictive Covenants. As a condition of the Executive's employment, the Executive must sign the Company's (i) Non-Competition and Non-Solicitation Agreement and (ii) Invention and Non-Disclosure Agreement (collectively, the "Restrictive Covenant Agreements"). Copies of the Restrictive Covenant Agreements are attached hereto as Exhibit B. View More
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Acknowledgement. EXECUTIVE ACKNOWLEDGES AND AGREES THAT THEY HAVE FULLY READ, UNDERSTOOD AND VOLUNTARILY ENTERED INTO THIS AGREEMENT, AND THAT THEY HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE'S CHOICE BEFORE SIGNING THIS AGREEMENT.
Acknowledgement. EXECUTIVE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THEY HAVE FULLY READ, UNDERSTOOD AND VOLUNTARILY ENTERED INTO THIS AGREEMENT, AND THAT THEY HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE'S EMPLOYEE'S CHOICE BEFORE SIGNING THIS AGREEMENT.
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