SEC Filings
 |
| 10-K/A | |||||||||||||||||
| HRG GROUP, INC. filed this Form 10-K/A on 01/27/2017 | |||||||||||||||||
| Entire Document | |||||||||||||||||
| << Previous Page | Next Page >> | |||||||||||||||||
made or contained outside of those set forth in this Agreement, and each Party expressly disclaims reliance on any such representation or statement; (f)Each Party has agreed to and entered into this Agreement and all of the terms hereof, knowingly, freely and voluntarily; and (g)Each Party expressly understands and acknowledges that it is possible that unknown losses or claims may exist or that present losses may have been underestimated in amount or severity, and that such Party explicitly took that into account in determining whether to give the releases described in Section 4 and 5 of this Agreement.
No provision of the Employment Agreement (including, for the avoidance of doubt, Section 5 thereof), the Subsidiary Service Agreement or the Acknowledgement Letter shall survive following the Release Effective Date and all such agreements shall terminate, and become null and void, as of the Release Effective Date.
This Agreement and the benefits provided under it are not intended to be, shall not be construed as, and are not an admission or concession by any Person of, any wrongdoing or illegal or actionable acts or omissions, and each Party expressly denies that such Party has engaged in any wrongdoing or illegal or actionable acts or omissions.
(a)Executive represents and warrants that Executive has not filed or commenced any complaint, claim, action or proceeding of any kind against any Company Releasee with any federal, state or local court or any administrative, regulatory or arbitration agency or body. Executive agrees, on his own behalf and on behalf of each of the other Executive Releasors, not to commence, maintain, prosecute or participate as a party in any action or proceeding in any court or arbitration forum against the Company or any other Company Releasee with respect to any Claim that is released and waived by Section 4 of this Agreement. Executive further agrees, on his own behalf and on behalf of each of the other Executive Releasors, not to instigate, encourage, assist or participate in any court action or arbitration proceeding (but only to the extent that such action or proceeding relates to Claims released under Section 4 above) commenced by any other Person (except a government agency or as required by subpoena or court order) against the Company or any other Company Releasee. In the event that any government agency seeks to obtain any relief on behalf of Executive with regard to any Claim released and waived by Section 4 of this Agreement, Executive covenants (on behalf of himself and each of the other Executive Releasors) not to accept, recover or receive any monetary relief or award that may arise out of or in connection with any such proceeding. (b)The Company represents and warrants that neither it nor its wholly-owned subsidiaries have filed or commenced any complaint, claim, action or proceeding of any kind against any Executive Releasor with any federal, state or local court or any administrative, regulatory or arbitration agency or body. The Company agrees, on behalf of itself its wholly-owned subsidiaries and their respective successors and assigns, to the maximum extent permitted by law, not to commence, maintain, prosecute or participate as a party in any action or proceeding in any court or arbitration forum against any Executive Releasor with respect to any Claim that is released and waived by Section 5 of this Agreement. The Company further agrees, on behalf of itself and its wholly-owned subsidiaries and their respective successors and assigns, to the maximum extent permitted by law, not to instigate, encourage, assist or participate in any court action or arbitration proceeding (but only to the extent that such action or proceeding relates to Claims released under Section 5 above) commenced by any other Person (except a government agency or as required by subpoena or court order) against the Company or any other Company Releasee.
(a)Executive shall not, directly or indirectly, whether on his own behalf, or as an employee, officer, director, manager, member, owner, consultant or agent of any other Person: (i)while an employee of the Company and during the period ending on the eighteen (18) month anniversary of the Separation Date, solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of HRG to resign or leave the employ or engagement of HRG, or hire or employ such employee, in any capacity, in each case other than for the benefit of HRG; or (ii)while an employee of the Company and during the period ending on the eighteen (18) month anniversary of the Separation Date, solicit any agent, advisor, independent contractor or consultant of HRG who is under contract or doing business with HRG to terminate, reduce or divert business with or from HRG. (b)Notwithstanding anything in Subsections 10(a)(i) or 10(a)(ii) to the contrary, it shall not constitute a violation by Executive of such Subsections if SPB engages in any of the activities described in such Subsections without active involvement by Executive. (c)If a final and non-appealable determination is made by a court or arbitrator of competent jurisdiction that any of the provisions of this Section 10 constitutes an unreasonable or otherwise unenforceable restriction against Executive, the provisions of this Section 10 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an 5 | |||||||||||||||||
| << Previous Page | Next Page >> | |||||||||||||||||