REFUND AGREEMENT AND GENERAL RELEASE
This Refund Agreement And General Release (the “Agreement”) is made on this _____day of ____________20_____ (the “Effective Date”), by and between Company is European Banking Regulators (E.B.R) (hereinafter “E.B.R”) of _______________________________address and _______________________________(hereinafter “Refundee”) of _________________________address.
E.B.R AND Refundee collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
IN CONSIDERATION OF the mutual benefits and obligations outlined in this Agreement, the receipt, and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:
Refund Payment
E.B.R shall pay the Refundee_______________________amount on _________________date in full and complete settlement and satisfaction of any and all amount owing to the Refundee as a refund. (the “Refund Payment”). The Refund Payment shall be made through ________________________(input payment method)
Release
The Refundee, on behalf of themselves, their heirs, estates, administrators, successors, assigns, and any party who may claim through them hereby, unconditionally releases and forever discharge E.B.R, its heirs, estate, administrators, successors, assigns, agents, employees, representatives, managers, members, predecessors, parents, subsidiaries and affiliates, and from all claims, causes of action, demands, obligations, liabilities, damages, attorneys’ fees, costs, and expenses of any type and nature whatsoever, whether in law or in equity (individually and collectively “Claim(s)”) whether known or unknown, either existing or that may exist from the beginning of time to the date of this release.
No Admission of Liability
This Agreement is being entered into for the purpose of amicably and finally settling the Refund Payment, and nothing herein shall be deemed or construed as an admission of liability by E.B.R concerning such Refund Payment or any other matter. This Agreement shall not be used or construed in connection with any other suit or other proceeding, either now pending or as may be brought, as an admission or concession of liability or otherwise on the part of E.B.R hereto.
Non-Disparagement
The Refundee agrees not to disparage E.B.R in any manner. To avoid doubt, disparagement shall mean disparaging or otherwise making any false or negative statements about E.B.R. This includes but is not limited to the products, services, members, managers, or employees of E.B.R. The Refundee acknowledges that a breach of this Section will result in irreparable harm, which monetary damages cannot fully compensate. Accordingly, in addition to any other remedy, which may be available to it, E.B.R shall be entitled to injunctive relief to address any actual or threatened violation of this Section.
Representations and Warranties
- The Refundee has read this Agreement in its entirety and has the full legal authority and power to enter into this Agreement and grant the release herein.
- The Refundee has either been represented by and has consulted with counsel of their choice in connection with the negotiation, drafting, and execution of this Agreement or has knowingly waived their right to do so.
- No party other than the Refundee has a claim or right to receive the Refund Payment.
- As of the Effective Date, the Refundee owns all right, title, and interest in and to all Claims being released or waived by them herein, free and clear of all liens, security interests, encumbrances, rights of subrogation, or other third party claims.
Indemnification
The Refundee agrees to indemnify, defend and hold E.B.R harmless from and against all liability, suits, actions, claims, demands, losses, damages, deficiencies, costs, obligations, and expenses, including without limitation attorneys’ fees and all amounts paid in settlement of any claim, action, or suit, incurred as the result of any act or omission by the Refundee in this Agreement.
Confidentiality
Refundee represents and agrees that they will keep the terms of this Agreement completely confidential. Notwithstanding the foregoing, this Agreement may be disclosed as required by applicable securities or other laws and introduced as evidence in any action to enforce the terms of this Agreement.
Survivorship
The provisions of this Agreement shall survive the execution and delivery of this Agreement and the payment of the Refund Payment.
Miscellaneous
- This Agreement may be amended only by the written consent of the Parties hereto.
- If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
- This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
- Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
- This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
- The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
- Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
- Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
- This Agreement shall be governed in all respects by the laws of Europe without regard to its conflict of law provisions.
- The Parties shall be served through their above-written addresses (including email), in writing and where applicable, delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery Services, postage prepaid, or delivered via telecopier or facsimile transmission, and either Party may change the addressees by reasonable notice in writing given to the other Party.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the duly authorized representative of the E.B.R
Signature: Name: Designation: Date:
Signed by the REFUNDEE
Signature: Name: Date:
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