Common use of Additional Representations and Acknowledgments Clause in Contracts

Additional Representations and Acknowledgments. (a) Executive represents and warrants that (a) Executive is not subject to any contract, arrangement, policy, or understanding, or to any statute, governmental rule, or regulation, that in any way limits Executive’s ability to enter into and fully perform Executive’s obligations under this Agreement and (b) Executive is otherwise able to enter into and fully perform Executive’s obligations under this Agreement. Executive further represents, warrants, and covenants that (i) prior to commencing employment with the Company, Executive has ensured compliance with all of Executive’s former employers’ policies, procedures, and codes of conduct regarding Executive’s employment termination, including the return of any company property, (ii) Executive will continue to comply with all continuing obligations that Executive may have relating to any confidential, proprietary, or trade secret information belonging to those employers, (iii) Executive, whether or not required by Executive’s former employers’ policies and procedures, has (x) reviewed all of Executive’s laptops, home computers, USB sticks, etc., to make sure that all materials relating to Executive’s prior employers (e.g., emails and documents on which Executive may have worked) have been deleted or returned to Executive’s prior employer and (y) made reasonable efforts to search Executive’s home and personal property for prior employer materials and has returned all hard copy materials relating to Executive’s prior employers, regardless of whether Executive believes their contents to be public or non-public, and (iv) Executive agrees not to place any materials that Executive used at a prior employer, other than rolodex-type non-confidential information, on the Company’s computers or emails or in the Company’s files, even if Executive was the one who wrote or created the material. In the event of a breach of any representation or covenant in this Section 7, the Company may terminate this Agreement and Executive’s employment with the Company for Cause without any liability to Executive, and Executive will indemnify the Company for any liability it may incur as a result of any such breach. (b) Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of Executive’s obligations under Section 6, the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 4 and will have no further obligations thereunder. (c) Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company (i) to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder, (ii) to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits), or (iii) to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all Parties that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.