Grouped Into 61 Collections of Similar Clauses From Business Contracts
This page contains Acknowledgment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of t...he Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer and its Affiliates may also be active in the market for the Shares and Share-linked transactions other than in connection with hedging activities in relation to any Transaction; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction.View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of t...he Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer JPMorgan and its Affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer JPMorgan and its Affiliates may also be active in the market for the Shares and Share-linked transactions other than in connection with hedging activities in relation to any Transaction; 18 (iii) Dealer JPMorgan shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; (iv) any market activities of Dealer JPMorgan and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price, the VWAP Price and VWAP the Settlement Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer JPMorgan an option; Dealer JPMorgan may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code, a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy C...ode; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer JPMorgan and its Affiliates affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer JPMorgan and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer JPMorgan shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; (iv) any market activities of Dealer JPMorgan and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and the VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer JPMorgan an option; Dealer JPMorgan may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). 15 (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer Citi and its Affiliates affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer Citi and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer Citi shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; (iv) any market activities of Dealer Citi and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and the VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer Citi an option; Dealer Citi may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Citi or its associated persons, unless it has otherwise notified Citi in writing; and (iii) will notify Citi if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
Acknowledgment. Executive Employee acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his Employee's private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
Acknowledgment. Executive Employee acknowledges that he has had the opportunity to discuss this matter Agreement with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
Acknowledgment. Executive acknowledges that he Executive has had the opportunity to discuss this matter with and obtain advice from his private attorney, Executive's legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
Acknowledgment. Guarantor hereby acknowledges that: (a) Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the related documents; (b) Buyer has no fiduciary relationship to Guarantor, and the relationship between Buyer and Guarantor is solely that of surety and creditor; and (c) no joint venture exists between or among any of Buyer on the one hand, and Guarantor and Seller on the other hand.
Acknowledgment. Guarantor hereby acknowledges that: (a) Guarantor it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the related documents; (b) Buyer has no fiduciary relationship to Guarantor, it, and the relationship between Buyer and Guarantor is solely that of surety and creditor; and -14- (c) no joint venture exists between or among any of Buyer Buyer, on the one hand, and Seller, Pledgor and/or Guarantor and Seller on the other hand.
Acknowledgment. Guarantor hereby acknowledges that: (a) Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guarantee Guaranty and the related documents; other Program Agreements; (b) the Buyer has no does not have any fiduciary relationship to Guarantor, and the relationship between the Buyer and Guarantor is solely that of surety guarantor and creditor; and (c) no joint venture exists between the Buyer and Guarantor or among any of Buyer on the one hand, Buyer, the Seller ...and Guarantor and Seller on the other hand. Guarantor. View More
Acknowledgment. Guarantor hereby acknowledges that: (a) Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guarantee Guaranty and the related documents; (b) Buyer has no Administrative Agent and Buyers do not have any fiduciary relationship to Guarantor, and the relationship between Buyer Administrative Agent and Guarantor Buyers, on the one hand, and Guarantor, on the other, is solely that of surety creditor and creditor; surety; and (c) no joint venture exists between or ...among any of Buyer on the one hand, and Administrative Agent, Buyers, Guarantor and Seller on the other hand. and/or Seller. View More
Acknowledgment. Employee shall have until the twenty-first (21st) day after he receives this Agreement to execute this Agreement. If he does not execute the Agreement by that date, the offer contained in this Agreement shall be revoked by the Company. The Company hereby advises Employee to consult with an attorney prior to executing this Agreement and Employee acknowledges and agrees that the Company has advised, and hereby does advise, him of his opportunity to consult an attorney or other advisor and has not ...in any way discouraged him from doing so. Employee expressly acknowledges and agrees that he has been offered at least twenty-one (21) days to consider this Agreement before signing it, that he has read this Agreement and Release carefully, that he has had sufficient time and opportunity to consult with an attorney or other advisor of his/her choosing concerning the execution of this Agreement. Employee acknowledges and agrees that he fully understands that the Agreement is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations he has relied upon in signing this Agreement are those specifically contained in the Agreement itself. Employee acknowledges and agrees that he is signing this Agreement voluntarily, with the full intent of releasing the Company and the Releasees from all claims covered by Paragraph 4.View More
Acknowledgment. Employee shall have until the twenty-first (21st) day after he receives this Agreement April 21, 2019 to execute this Agreement. If he does not execute the Agreement by that date, the offer contained in this Agreement shall be revoked by the Company. The Company hereby advises Employee to consult with an attorney prior to executing this Agreement and Employee acknowledges and agrees that the Company has advised, and hereby does advise, him of his opportunity to consult an attorney or other advis...or and has not in any way discouraged him from doing so. Employee expressly acknowledges and agrees that he has been offered at least twenty-one (21) forty-five (45) days to consider this Agreement before signing it, that he has read this Agreement and Release carefully, that he has had sufficient time and opportunity to consult with an attorney or other advisor of his/her his choosing concerning the execution of this Agreement. Employee acknowledges and agrees that he fully understands that the Agreement is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations he has relied upon in signing this Agreement are those specifically contained in the Agreement itself. Employee acknowledges and agrees that he is signing this Agreement voluntarily, with the full intent of releasing the Company and the Releasees from all claims covered by Paragraph 4. 6. View More
Acknowledgment. Employee shall have until the twenty-first (21st) day after he receives this Agreement to execute this Agreement. If he does not execute the Agreement by that date, the offer contained in this Agreement shall be revoked by the Company. The Company hereby advises Employee Executive to consult with an attorney prior to executing this Agreement and Employee Executive acknowledges and agrees that the Company has advised, and hereby does advise, him of his opportunity to consult an attorney or other ...advisor and has not in any way discouraged him from doing so. Employee Executive expressly acknowledges and agrees that he has been offered at least twenty-one (21) days to consider this Agreement before signing it, that he has read this Agreement and Release carefully, that he has had sufficient time and opportunity to consult with an attorney or other advisor of his/her his choosing concerning the his execution of this Agreement. Employee Executive acknowledges and agrees that he fully understands that the this Agreement is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations he has relied upon in signing this Agreement are those specifically contained in the this Agreement itself. Employee Executive acknowledges and agrees that he is signing this Agreement voluntarily, with the full intent of releasing the Company and the Releasees from all claims covered by Paragraph 4. claims. View More
Acknowledgment. Employee shall have until the twenty-first (21st) forty-fifth (45th) day after he she receives this Agreement to execute this Agreement. If he she does not execute the Agreement by that date, the offer contained in this Agreement shall be revoked by the Company. The Company hereby advises Employee to consult with an attorney prior to executing this Agreement and Employee acknowledges and agrees that the Company has advised, and hereby does advise, him Employee of his Employee's opportunity to co...nsult an attorney or other advisor and has not in any way discouraged him her from doing so. Employee expressly acknowledges and agrees that he she has been offered at least twenty-one (21) forty-five (45) days to consider this Agreement before signing it, that he she has read this Agreement and Release carefully, and that he she has had sufficient time and opportunity to consult with an attorney or other advisor of his/her Employee's choosing concerning the execution of this Agreement. Employee acknowledges and agrees that he she fully understands that the Agreement is final and binding, binding (except as set forth in Section 6 below), that it contains a full release of all claims and potential claims, and that the only promises or representations he she has relied upon in signing this Agreement are those specifically contained in the Agreement itself. Employee acknowledges and agrees that he she is signing this Agreement voluntarily, with the full intent of releasing the Company and the other Releasees from all claims covered by Paragraph 4. Section 3. View More
Acknowledgment. By accepting the Stock Option, the Optionee agrees to be bound by, and agrees that the Stock Option is subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Optionee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) such electr...onic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee. [The remainder of this page is intentionally left blank] -2- Executed as of the ___ day of [●], [●].View More
Acknowledgment. By accepting the Stock Option, the Optionee agrees to be bound by, and agrees that the Stock Option is subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Optionee further acknowledges and agrees that (a) (i) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) (ii) su...ch electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee. [The remainder of this page is intentionally left blank] -2- -8- Executed as of the ___ 26th day of [●], [●]. December, 2019. View More
Acknowledgment. By accepting the Stock Option, Award, the Optionee Grantee agrees to be bound by, and agrees that the Award is, and the Restricted Stock Option is Units are, subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Optionee Grantee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an or...iginal signature for all purposes hereunder and (b) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee. Grantee. [The remainder of this page is intentionally left blank] -2- Executed as of the ___ day of [●], [●]. View More
Acknowledgment. By accepting the Stock Option, the Optionee agrees to be bound by, and agrees that the Stock Option is subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Optionee further acknowledges and agrees that (a) (i) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) (ii) su...ch electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee. [The remainder of this page is intentionally left blank] -2- -3- Executed as of the ___ day of [●], [●]. [—], [—]. View More
Acknowledgment. Employee acknowledges that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and that he has taken advantage of that opportunity to the extent that he desires. Employee further acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it voluntarily based on his own judgment.
Acknowledgment. Employee acknowledges that he she has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement, and that he she has taken advantage of that opportunity to the extent that he she desires. Employee further acknowledges that he she has read and understands this Agreement, is fully aware of its legal effect, and has entered into it voluntarily based on his her own judgment.
Acknowledgment. Employee Executive acknowledges that he has had the opportunity been advised by Employer to consult with independent counsel of his own choice choice, at his expense, concerning this Agreement, that he has had the opportunity to do so, and that he has taken advantage of that opportunity to the extent that he desires. Employee Executive further acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it voluntarily freely based on his ...own judgment. View More
Acknowledgment. Employee Executive acknowledges that he has had been advised by the opportunity Company to consult with independent counsel of his own choice choice, at his expense, concerning this Agreement, that he has had the opportunity to do so, and that he has taken advantage of that opportunity to the extent that he desires. Employee Executive further acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it voluntarily freely based on his o...wn judgment. View More
Acknowledgment. The Employee acknowledges that the Employee has been advised in writing to consult with an attorney before signing this Agreement and that the Employee has been afforded the opportunity to consider the terms of this Agreement and incorporated waiver of claims for a period of twenty-one (21) days prior to its execution. The Employee acknowledges that no representation, promise or inducement has been made other than as set forth in this Agreement, and that the Employee enters into this Agreement w...ithout reliance upon any representation, promise or inducement not set forth herein. The Employee acknowledges and represents that the Employee assumes the risk for any mistake of fact now known or unknown, and that the Employee understands and acknowledges the significance and consequences of this Agreement. The Employee further acknowledges that the Employee has read this Agreement in its entirety; that the Employee fully understands all of the terms of the Agreement and their significance; and that the Employee has signed the Agreement voluntarily and of the Employee's own free will. The Employee further affirms that, upon receipt of his final paycheck on March 30, 2020 the Employee will have been paid and/or have received all leave (paid or unpaid), base salary, bonuses, and all other compensation and benefits to which the Employee may have been entitled from ViewRay through the Separation Date. The Employee further and specifically affirms that the Employee has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act and has not suffered any workplace injuries. The Employee agrees to cooperate with ViewRay in any investigations, defenses to claims, prosecution of claims, depositions, court appearances and all other inquiries of the Employee which relate to services that the Employee performed for ViewRay.View More
Acknowledgment. The Employee acknowledges that the Employee has been advised in writing to consult with an attorney before signing this Agreement Release and that the Employee has been afforded the opportunity to consider the terms of this Agreement Release and incorporated waiver of claims for a period of twenty-one (21) days prior to its execution. The Employee acknowledges that no representation, promise or inducement has been made other than as set forth in this Agreement, Release, and that the Employee ent...ers into this Agreement Release without reliance upon any representation, promise or inducement not set forth herein. The Employee acknowledges and represents that the Employee assumes the risk for any mistake of fact now known or unknown, and that the Employee understands and acknowledges the significance and consequences of this Agreement. Release. The Employee further acknowledges that the Employee has read this Agreement Release in its entirety; that the Employee fully understands all of the terms of the Agreement Release and their significance; and that the Employee has signed the Agreement Release voluntarily and of the Employee's own free will. The Employee further affirms that, upon receipt of his her final paycheck on March 30, 2020 _____________, the Employee will have been paid and/or have received all leave (paid or unpaid), base salary, bonuses, and all other compensation and benefits to which the Employee may have been entitled from ViewRay through the Separation Date. The Employee 11 further and specifically affirms that the Employee has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act and has not suffered any workplace injuries. The Employee agrees to cooperate with ViewRay in any investigations, defenses to claims, prosecution of claims, depositions, court appearances and all other inquiries of the Employee which relate to services that the Employee performed for ViewRay. View More
Acknowledgment. The Employee acknowledges that the Employee has been advised in writing to consult with an attorney before signing this Agreement and that the Employee has been afforded the opportunity to consider the terms of this Agreement and incorporated waiver of claims for a period of twenty-one (21) days prior to its execution. The Employee acknowledges both that he may use as much or as little of the 21 day period to review the Agreement and that any material or non-material changes made to the Agreemen...t after the day that he receives it will not restart the running of the 21 day period. The Employee acknowledges that no representation, promise promise, or inducement has been made other than as set forth in this Agreement, and that the Employee enters into this Agreement without reliance upon any representation, promise promise, or inducement not set forth herein. The Employee acknowledges and represents that the Employee assumes the risk for any mistake of fact now known or unknown, and that the Employee understands and acknowledges the significance and consequences of this Agreement. The Employee further acknowledges that the Employee has read this Agreement in its entirety; that the Employee fully understands all of the terms of the Agreement and their significance; and that the Employee has signed the Agreement voluntarily and of the Employee's own free will. The Employee further affirms that, upon receipt of his final paycheck on March 30, 2020 paycheck, the Employee will have been paid and/or have received all leave (paid or unpaid), base salary, bonuses, and all other compensation and benefits to which the Employee may have been entitled from ViewRay the Employer through the Separation Termination Date. The Employee further and specifically affirms that the Employee has been provided and/or has not been denied any -4- leave requested under the Family and Medical Leave Act and has not suffered any workplace injuries. The Employee agrees injuries which have not previously been reported to cooperate with ViewRay in any investigations, defenses to claims, prosecution of claims, depositions, court appearances and all other inquiries of the Employee which relate to services that the Employee performed for ViewRay. Employer. View More
Acknowledgment. The Employee acknowledges that the Employee has been advised by the Company in writing to consult with an attorney before signing this Agreement Agreement; and acknowledges that the Employee has been afforded the opportunity to consider the terms of this Agreement and incorporated waiver of claims for a period of twenty-one (21) fourteen (14) days prior to its execution. The Employee acknowledges that Employee may use as much or as little of the fourteen (14) day period to make Employee's decisi...on to execute this Agreement. Any material or non-material changes made to this Agreement after Employee receives this Agreement do not restart the running of the fourteen (14) day period. Employee acknowledges that no representation, promise or inducement has been made other than as set forth in this Agreement, and that the Employee enters into this Agreement without reliance upon any other representation, promise or inducement not set forth herein. The Employee acknowledges and represents that the Employee assumes the risk for any mistake of fact now known or unknown, and that the Employee understands and acknowledges the significance and consequences of this Agreement. The Employee further acknowledges that the Employee has read this Agreement in its entirety; that the Employee fully understands all of the terms of the Agreement and their significance; and that the Employee has signed the this Agreement voluntarily voluntarily, knowingly and of the Employee's own free will. The Employee further affirms that, upon receipt of his Employee's final paycheck on March 30, 2020 the paycheck, Employee will have been paid and/or have received all leave (paid or unpaid), base salary, commissions, bonuses, and all other compensation and benefits to which the Employee may have been entitled from ViewRay the Company through the Separation Date. The Employee further and specifically affirms that the Employee has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state or federal law, and has not suffered any workplace injuries. The injuries or occupational diseases that have not previously been reported to the Company. 5 17. References. Company and Employee agrees to cooperate with ViewRay in any investigations, defenses to claims, prosecution of claims, depositions, court appearances and all other inquiries of the Employee which relate to services agree that the Company's Human Resources Team will respond to reference inquiries regarding Employee performed by providing only Employee's dates of employment, last position held, and last salary (if permissible under applicable state and local law). Employee understands and agrees that the Company is not responsible for ViewRay. any information given regarding Employee that was solicited from any source other than the Company's Human Resources Team. View More
Acknowledgment. By Awardee's acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company's sole discretion. In addition, the Awardee acknowledges that the Aw...ard and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.View More
Acknowledgment. By Awardee's acceptance as evidenced below, Awardee further acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company's sole discretion. In addition, the Awardee acknowledges tha...t the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.View More
Acknowledgment. By Awardee's acceptance as evidenced below, of this Award Agreement in the manner prescribed by the Company, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement Agreement, the Plan, and the Plan. current policies referenced in Sections 3(b) and 3(c) above. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreeme...nt and in the Plan, other documents referenced in the preceding sentence, as the latter may be amended from time to time in the Company's sole discretion. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.View More
Acknowledgment. By Awardee's acceptance as evidenced below, Awardee further acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company's sole discretion. In addition, the Awardee acknowledges tha...t the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended. 6 17. Governing Law. This Award Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware laws that might cause other law to govern under applicable principles of conflicts of law. View More
Acknowledgment. Participant: (a) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (b) accepts this Agreement and the Award subject to all provisions of the Plan and this Agreement; and (c) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Award. Participant eviden...ces his or her agreement with the terms and conditions of this Agreement, and his or her intention to be bound by this Agreement, by electronically accepting the Award pursuant to the procedures adopted by the Company. Upon such acceptance by Participant, this Agreement will be immediately binding and enforceable against Participant and the Company. THE PROGRESSIVE CORPORATION By: /s/ Charles E. Jarrett Vice President & Secretary EX-10.2 3 exhibit102pbrsuawardagmtfo.htm EXHIBIT 10.2 10-Q Exhibit 10.2Restricted Stock UNIT Award Agreement(2016 Performance-Based Award - Performance versus Market)This Agreement ("Agreement") is made this by and between ("Participant") and The Progressive Corporation (the "Company").View More
Acknowledgment. Participant: (a) (i) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (b) (ii) accepts this Agreement and the Award subject to all provisions of the Plan and this Agreement; and (c) (iii) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Award. Par...ticipant evidences his or her agreement with the terms and conditions of this Agreement, and his or her intention to be bound by this Agreement, by electronically accepting the Award pursuant to the procedures adopted by the Company. Upon such acceptance by Participant, this Agreement will be immediately binding and enforceable against Participant and the Company. THE PROGRESSIVE CORPORATION By: /s/ Charles E. Jarrett Vice Daniel P. MascaroVice President & Secretary EX-10.2 3 exhibit102pbrsuawardagmtfo.htm EX-10.3 7 pgr-2019331exhibit103r.htm EXHIBIT 10.2 10-Q 10.3 Exhibit 10.2Restricted Exhibit 10.3Restricted Stock UNIT Award Agreement(2016 Agreement(2019 Performance-Based Award - Performance versus Market)This Agreement ("Agreement") is made this ("Grant Date") by and between ("Participant") and The Progressive Corporation (the "Company"). View More
Acknowledgment. You hereby acknowledge that: a) The Company hereby advises you to consult with an attorney before signing this Agreement; b) You have obtained independent legal advice from an attorney of your own choice with respect to this Agreement and all exhibits or you have knowingly and voluntarily chosen not to do so; c) You freely, voluntarily and knowingly entered into this Agreement after due consideration; d) You have had a minimum of twenty-one (21) days to review and consider this Agreement and all... exhibits; 3 e) If you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period provided for in Paragraph 13(d) above has expired. f) You and the Company agree that changes to the Company's offer contained in this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 13(d) above; g) You have a right to revoke this Agreement or the Release by notifying the undersigned Company representative in writing, via hand delivery, facsimile or electronic mail, within seven (7) days of your execution of this Agreement or the Release, respectively, and the Agreement and the Release shall not become effective or enforceable until the expiration of this 7-day period, respectively; h) In exchange for your waivers, releases and commitments set forth herein, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits and other considerations that you are receiving pursuant to this Agreement and all exhibits exceed any payment, benefit or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and i) No promise or inducement has been offered to you, except as expressly set forth herein, and you are not relying upon any such promise or inducement in entering into this Agreement. Your employment remains at-will and this Agreement does not confer upon you any right or obligation to continue in the employ of the Company for any period of time.View More
Acknowledgment. You hereby acknowledge that: a) The Company hereby advises you to consult with an attorney before signing this Agreement; b) You have obtained independent legal advice from an attorney of your own choice with respect to this Agreement and all exhibits Agreement, or you have knowingly and voluntarily chosen not to do so; c) You freely, voluntarily and knowingly entered into this Agreement after due consideration; d) You have had a minimum of twenty-one (21) days to review and consider this Agreem...ent and all exhibits; 3 Agreement; e) If you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period provided for in Paragraph 13(d) above has expired. f) You and the Company agree that changes to the Company's offer contained in this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 13(d) above; g) f) You have a right to revoke this Agreement or the Release by notifying the undersigned Company representative in writing, via hand delivery, facsimile or electronic mail, within seven (7) business days of your execution of this Agreement or the Release, respectively, and the Agreement and the Release shall not become effective or enforceable until the expiration of this 7-day period, respectively; h) Agreement; g) In exchange for your waivers, releases and commitments set forth herein, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, ADEA, the payments, benefits and other considerations that you are receiving pursuant to this Agreement and all exhibits exceed any payment, benefit or other thing of value to which you would otherwise 6 be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and i) h) No promise or inducement has been offered to you, except as expressly set forth herein, and you are not relying upon any such promise or inducement in entering into this Agreement. Your employment remains at-will and this Agreement does not confer upon you any right or obligation to continue in the employ of the Company for any period of time.View More
Acknowledgment. You hereby acknowledge that: a) The a)The Company hereby advises you to consult with an attorney before signing this Agreement; b) You b)You have obtained independent legal advice from an attorney of your own choice with respect to this Agreement and all exhibits exhibits, or you have knowingly and voluntarily chosen not to do so; c) You c)You freely, voluntarily and knowingly entered into this Agreement after due consideration; d) You d)You have had a minimum of twenty-one (21) days to review a...nd consider this Agreement and all exhibits; 3 e) If exhibits;7 e)If you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period provided for in Paragraph 13(d) 15(d) above has expired. f) You expired;f)You and the Company agree that changes to the Company's offer contained in this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 13(d) above; g) You 15(d) above;g)You have a right to revoke this Agreement or the Release by notifying the undersigned Company representative in writing, via hand delivery, facsimile facsimile, or electronic mail, within seven (7) days of your execution of this Agreement or the Release, respectively, and the Agreement and the Release shall not become effective or enforceable until the expiration of this 7-day period, respectively; h) In Agreement; h)In exchange for your waivers, releases releases, and commitments set forth herein, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits benefits, and other considerations that you are receiving pursuant to this Agreement and all exhibits Exhibit B (as applicable) exceed any payment, benefit benefit, or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration for the waivers, releases releases, and commitments set forth herein; and i) No andi)No promise or inducement has been offered to you, except as expressly set forth herein, and you are not relying upon any such promise or inducement in entering into this Agreement. Your employment remains at-will and this Agreement does not confer upon you any right or obligation to continue in the employ of the Company for any period of time. time.16.Revocation by the Company. You agree that if you fail to execute and return this Agreement to the Company within the time specified herein for your review and consideration, or if you timely execute and then effectively revoke this Agreement, the promises and agreements made by the Company herein will be revoked and your separation from the Company shall be made immediately effective. View More
Acknowledgment. You hereby acknowledge that: a) The a)The Company hereby advises you to consult with an attorney before signing this Agreement; b) You Agreement and Exhibit A; b)You have obtained independent legal advice from an attorney of your own choice with respect to this Agreement and all exhibits Agreement, or you have knowingly and voluntarily chosen not to do so; c) You c)You freely, voluntarily and knowingly entered into this Agreement after due consideration; d) You d)You have had a minimum of twenty...-one (21) days to review and consider this Agreement and all exhibits; 3 e) If Exhibit A; e)If you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period provided for in Paragraph 13(d) above has expired. f) You and the Company expired; f)You agree that changes to the Company's offer contained in this Agreement, Agreement and Exhibit A, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 13(d) above; g) You 5 g)You have a right to revoke this Agreement or the Release and Exhibit A by notifying the undersigned Company representative Joanne Valente, Vice President and Chief Human Resources Officer, in writing, via hand delivery, facsimile or electronic mail, mail (ivalcntc@allegromicro.com), within seven (7) days of your execution of this Agreement or the Release, respectively, and the Agreement and the Release shall not become effective or enforceable until the expiration of this 7-day period, respectively; h) In Exhibit A; h)In exchange for your waivers, releases releases, and commitments set forth herein, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits benefits, and other considerations that you are receiving pursuant to this Agreement and all exhibits exceed any payment, benefit benefit, or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration for the waivers, releases releases, and commitments set forth herein; and i) No promise 14.Revocation by the Company. You agree that if you fail to execute or inducement has been offered to you, except as expressly set forth herein, return the Agreement or Exhibit A within the dates provided, the promises and you are not relying upon any such promise or inducement in entering into this Agreement. Your employment remains at-will and this Agreement does not confer upon you any right or obligation to continue in the employ of agreements made by the Company for any period of time. will be revoked. View More
