Full Settlement Contract Clauses (1,544)

Grouped Into 7 Collections of Similar Clauses From Business Contracts

This page contains Full Settlement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and... such amounts shall not be reduced whether or not the Executive obtains other employment. View More Arrow
Found in VERU INC. contract
View All 22 Similar Clauses
Full Settlement. The Company's obligation obligations to make the payments provided for in this Agreement in, and otherwise to perform its obligations hereunder under, this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under... any of the provisions of this Agreement and such amounts shall not be reduced reduced, regardless of whether or not the Executive obtains other employment. View More Arrow
Found in Party City Holdco Inc. contract
Full Settlement. The Company's obligation to make the any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other severance payments to Executive under [the Employment Agreement and]23 any other severance or employment agreement between Executive and the Company and any severance plan of the Company. The Company's obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other... claim, right right, or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, except as provided in Section 4(c), such amounts shall not be reduced whether or not the Executive obtains other employment. View More Arrow
Found in Compass Minerals International Inc. contract
Full Settlement. (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement... and such amounts shall not be reduced whether or not the Executive obtains other employment. (b) Prior to the occurrence of a Change of Control, the Company agrees to reimburse the Executive for all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, if the Executive prevails in such contest. Following a Change of Control, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof. (c) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(d) as though such termination were by the Company without Cause, or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amount pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled. View More Arrow
Found in Hologic contract
View Variations (22) Arrow
Full Settlement. (a) There shall be no right of set off or counterclaim against, or delay in, any payments to the Executive, or to the Executive's heirs or legal representatives, provided for in this Agreement, in respect of any claim against or debt or other obligation of the Executive or others, whether arising hereunder or otherwise. (b) In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the... provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. (c) If the Executive prevails in any material respect, the Company agrees to pay, all costs and expenses (including attorneys' fees) that the Executive, or the Executive's heirs or legal representatives, may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement, or any guarantee of performance thereof (including as a result of any contest by the Executive, or the Executive's heirs or legal representatives, about the amount of any payment pursuant to this Agreement). The amounts payable by the Company pursuant to this Section 13(c) shall be paid no later than the end of the taxable year of the Executive that immediately follows the taxable year of the Executive in which such costs and expenses were incurred. View More Arrow
Found in Dril-Quip contract
Full Settlement. (a) There shall be no right of set off or counterclaim against, or delay in, any payments to the Executive, or to the Executive's heirs or legal representatives, provided for in this Agreement, in respect of any claim against or debt or other obligation of the Executive or others, whether arising hereunder or otherwise. (b) In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the... provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. (c) If the Executive prevails in any material respect, the Company agrees to pay, all costs and expenses (including attorneys' fees) that the Executive, or the Executive's heirs or legal representatives, may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement, or any guarantee of performance thereof (including as a result of any contest by the Executive, or the Executive's heirs or legal representatives, about the amount of any payment pursuant to this Agreement). The amounts payable by the Company pursuant to this Section 13(c) Paragraph 12(c) shall be paid no later than the end of the taxable year of the Executive that immediately follows the taxable year of the Executive in which such costs and expenses were incurred. -14- 13. No Effect on Other Contractual Rights. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable to the Executive, or in any way diminish the Executive's rights as an employee of the Company or any of its Affiliates, whether existing on the date of this Agreement or hereafter, under any employee benefit plan, program or arrangement or other contract or agreement of the Company or any of its Affiliates providing benefits to the Executive. View More Arrow
Found in Dril-Quip contract
Full Settlement. (a) There shall be no right of set off or counterclaim against, or delay in, any payments to the Executive, or to the Executive's heirs or legal representatives, provided for in this Agreement, in respect of any claim against or debt or other obligation of the Executive or others, whether arising hereunder or otherwise. (b) In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the... provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. (c) If the Executive prevails in any material respect, the The Company agrees to pay, pay as incurred, to the full extent permitted by law, all costs and expenses (including attorneys' fees) that the Executive, or the Executive's heirs or legal representatives, may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement, or any guarantee of performance thereof (including as a result of any contest by the Executive, or the 16Exhibit 10.66 Executive's heirs or legal representatives, about the amount of any payment pursuant to this Agreement). Agreement), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2) of the Code. The amounts payable by the Company pursuant to this Section 13(c) Paragraph 11(c) shall be paid as soon as practicable after such costs and expenses are incurred, but in no event later than the end of the taxable year of the Executive that immediately follows the taxable year of the Executive in which such costs and expenses were incurred. View More Arrow
Found in NOBLE CORP contract
View Variations (3) Arrow
Full Settlement. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the may reasonably incur as a result of any contest by the Company or Executive with respect to liability... under or the interpretation of the validity or enforceability of, any provision of this Agreement, but only in the event and to the extent that (i) the Executive receives a final, non-appealable judgment in his favor in any such action or receives a final judgment in his favor that has not been appealed by the Company within thirty (30) days of the date of the judgment; or (ii) the parties agree to dismiss any such action upon the Company's payment of the sums allegedly due the Executive or performance of the covenants by the Company allegedly breached by it. View More Arrow
Found in CryoLife, Inc. contract
Full Settlement. In no event shall the Executive Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive Employee under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive Employee obtains other employment. The Company agrees and Employee each agree to pay, pay as incurred, to the full extent permitted by law, all legal fees and expenses which the other Party may... reasonably incur as a result of any contest or dispute by the Company or Executive other Party with respect to liability under under, or the interpretation of the validity or enforceability of, any provision of this Agreement, but only in the event and to the extent that (i) Employee or the Executive Company (as applicable) receives a final, non-appealable judgment in his her or its favor in any such action or receives a final judgment in his her or its favor that has not been appealed by the Company other Party within thirty (30) days of the date of the judgment; or (ii) the parties Parties agree to dismiss any such action upon the Company's payment of the sums allegedly due Employee or the Executive Company or performance of the covenants by the Company other Party allegedly breached by it. Employee or the Company (as applicable). View More Arrow
Found in Sun BioPharma, Inc. contract
Full Settlement. In no event shall the Executive Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive Employee under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive Employee obtains other employment. The Company agrees to pay, pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of... any contest or dispute by the Company or Executive Employee with respect to liability under under, or the interpretation of the validity or enforceability of, any provision of this Agreement, but only in the event and to the extent that (i) the Executive Employee receives a final, non-appealable judgment in his favor in any such action or receives a final judgment in his favor that has not been appealed by the Company within thirty (30) 30 days of the date of the judgment; or (ii) the parties Parties agree to dismiss any such action upon the Company's payment of the sums allegedly due the Executive Employee or performance of the covenants by the Company allegedly breached by it. View More Arrow
Found in Virios Therapeutics, LLC contract
View Variations (2) Arrow
Full Settlement. The obligations of the Company and/or the Bank to perform its respective obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company and/or the Bank may have against Mr. Herndon or others. In no event shall Mr. Herndon be obligated to seek other services or take any other action by way of mitigation of the amounts payable to him under any of the provisions of this Agreement.
Found in Home Federal Bancorp, Inc. of Louisiana contract
Full Settlement. The obligations of the Company and/or the Bank to perform its respective obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company and/or the Bank may have against Mr. Herndon Corrato or others. In no event shall Mr. Herndon Corrato be obligated to seek other services or take any other action by way of mitigation of the amounts payable to him under any of the provisions of this Agreement.
Found in PRUDENTIAL BANCORP, INC. contract
View Variation Arrow
Full Settlement. To the fullest extent permitted by law and provided an acceleration of income or the imposition of an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") would not result, any amounts otherwise due to the Executive hereunder (including any payments pursuant to Section 7 of this Agreement) shall be subject to set-off with respect to any amounts the Executive otherwise owes the Company. The Executive hereby agrees that in consideration for the... payments to be received under this Agreement, the Executive waives any and all rights to any payments or benefits under any severance (but not retirement) plans, programs, contracts or arrangements of the Company, including the Hasbro Change in Control Severance Plan for Designated Senior Executives and any payments or benefits under any applicable law or statutory scheme (including but not limited to any payments or benefits under Dutch law). The payments and benefits described herein are the maximum benefits that the Company shall provide to the Executive, and the Executive hereby acknowledges and agrees that such payments and benefits exceed the value of the payments and benefits he would otherwise be entitled to receive pursuant to any law or statutory scheme providing for payments or benefits in connection with a termination of employment, including in connection with the Retirement or an earlier termination of the Executive's employment with the Company in accordance with Section 6 of this Agreement. View More Arrow
Found in Hasbro Inc. contract
Full Settlement. To the fullest extent permitted by law and provided an acceleration of income or the imposition of an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") would not result, any amounts otherwise due to the Executive hereunder (including any payments pursuant to Section 7 of this Agreement) shall be subject to set-off with respect to any 9 amounts the Executive otherwise owes the Company. The Subject to the following sentence, the Executive hereby... agrees that in consideration for the payments to be received under this Agreement, the Executive waives any and all rights to any payments or benefits under any severance (but not retirement) plans, programs, contracts or arrangements of the Company, including the Hasbro Change in Control Severance Plan for Designated Senior Executives (the "Hasbro Change in Control Severance Plan") and any payments or benefits under any applicable law or statutory scheme (including but not limited scheme. Notwithstanding the prior sentence, it is agreed that for a termination of employment prior to any payments or benefits under Dutch law). the End Date, the terms of the Prior Agreement, and the Hasbro Change in Control Severance Plan (if applicable), shall govern. The payments and benefits described herein are the maximum benefits that the Company shall provide to the Executive, and the Executive hereby acknowledges and agrees that such payments and benefits exceed the value of the payments and benefits he would otherwise be entitled to receive pursuant to any law or statutory scheme providing for payments or benefits in connection with a termination of employment, including in connection with the Retirement or an earlier termination of the Executive's employment with the Company in accordance with Section 6 of this Agreement. View More Arrow
Found in Hasbro Inc. contract
View Variation Arrow
Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Lamberti or others. In no event shall Lamberti be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Lamberti under any of the provisions of this Agreement, but such payments... shall be reduced to the extent of Lamberti's other earned income (if any) during any remaining portion of the Employment Period. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Lamberti may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others (including Lamberti) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. View More Arrow
Found in Casey's General Stores contract
Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Lamberti Lamb or others. In no event shall Lamberti Lamb be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Lamberti Lamb under any of the provisions of this Agreement, but... such payments shall be reduced to the extent of Lamberti's Lamb's other earned income (if any) during any remaining portion of the Employment Period. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Lamberti Lamb may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others (including Lamberti) Lamb) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. View More Arrow
Found in Casey's General Stores contract
View Variation Arrow
Full Settlement. (a) No Rights of Offset. Except as otherwise provided herein, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. (b) No Mitigation Required. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation... of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. (c) Release Agreement. The Executive agrees that, as a condition to receiving the benefits described in Section 4 (other than the Accrued Obligations and the amounts described in Sections 4(a)(vi)), the Executive shall execute a general release agreement in a form provided by the Company, which shall include, without limitation, a waiver and release of all claims arising out of Executive's service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship. Payments to the Executive of the amounts under this Section 4 (other than the Accrued Obligations and the amounts described in Sections 4(a)(vi)) are contingent upon the Executive's execution and delivery of the release agreement by the deadline established by the Company. The Executive will not be paid the remuneration described in Section 4 (other than the Accrued Obligations and the amounts described in Sections 4(a)(vi)), and the Executive shall forfeit any right to such remuneration, unless (i) the Executive has executed and delivered the release agreement, and (ii) any statutory revocation period for revoking such release agreement shall have expired (in the case of both clause (i) and clause (ii)) on or prior to the payment commencement date for such remuneration. View More Arrow
Found in National Oilwell Varco Inc. contract
Full Settlement. (a) No Rights of Offset. Except as otherwise provided herein, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. (b) No Mitigation Required. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation... of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. (c) Release Agreement. The Executive agrees that, as a condition to receiving the benefits described in Section 4 3 (other than the Accrued Obligations and the amounts described in Sections 4(a)(vi)), Section 3(a)(iii)), the Executive shall execute a general release agreement in a form provided by the Company, which shall include, without limitation, a waiver and release of all claims arising out of Executive's service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship. Payments to the Executive of the amounts under this Section 4 3 (other than the Accrued Obligations and the amounts described in Sections 4(a)(vi)) Section 3(a)(iii)) are contingent upon the Executive's execution and delivery of the release agreement by the deadline established by the Company. The Executive will not be paid the remuneration described in Section 4 3 (other than the Accrued Obligations and the amounts described in Sections 4(a)(vi)), Section 3(a)(iii)), and the Executive shall forfeit any right to such remuneration, unless (i) the Executive has executed and delivered the release agreement, and (ii) any statutory revocation period for revoking such release agreement shall have expired (in the case of both clause (i) and clause (ii)) on or prior to the payment commencement date for such remuneration. View More Arrow
Found in National Oilwell Varco Inc. contract
View Variation Arrow