Common use of Agreements, Representations and Warranties Clause in Contracts

Agreements, Representations and Warranties. The Releasing Party agrees, represents and warrants to the Company that: (a) The Releasing Party is legally and mentally competent to sign this Release. (b) The Releasing Party is the sole owner of any and all Released Claims that have been or could have been asserted, the Releasing Party has the requisite capacity and authority to enter into this Release, the Releasing Party has not transferred, pledged or otherwise assigned or hypothecated to any other Person all or any portion of any Released Claims or any rights or entitlements with respect thereto and the execution and delivery of this Release does not, or will not, violate or conflict with the terms of any statute or contract to which the Releasing Party is a party or by which the Releasing Party otherwise is bound. (c) Neither Party shall disparage or make negative comments about the other Party; provided that this Section 6(c) shall not apply to comments made to any Governmental Authority or as required by law. (d) The Releasing Party does not possess any rights or claims to future employment with the Company, any Released Party or any of their Subsidiaries. (e) The Releasing Party will cooperate with, and assist, the Company in defense of any claim, litigation or administrative proceeding brought against the Company or any other Released Party, as reasonably requested by the Company or any Released Party. Such cooperation and assistance shall include (i) interviews of the Releasing Party by legal counsel for the Company as reasonably requested by such counsel, (ii) the Releasing Party providing documents (or copies thereof) and executing affidavits as reasonably requested by such counsel, (iii) the Releasing Party appearing for depositions, trials, and other proceedings as reasonably requested by such counsel. Nothing in this Section 6(e) is intended to cause the Releasing Party to testify other than truthfully in any proceeding or affidavit. (f) Other than the Terminated Agreements, the Releasing Party is not a party to any employment, severance, change of control, retention or consulting agreement, oral or written, between the Releasing Party and any Released Party providing the Releasing Party any right to employment or any consideration, bonus, or other amounts, whether as a result of the consummation of the Transactions or otherwise.

Agreements, Representations and Warranties. The Releasing Party agrees, represents and warrants to the Company that: (a) The Releasing Party is legally and mentally competent to sign this Release. (b) The Releasing Party is the sole owner of any and all Released Claims that have been or could have been asserted, the Releasing Party has the requisite capacity and authority to enter into this Release, the Releasing Party has not transferred, pledged or otherwise assigned or hypothecated to any other Person all or any portion of any Released Claims or any rights or entitlements with respect thereto and the execution and delivery of this Release does not, or will not, violate or conflict with the terms of any statute or contract to which the Releasing Party is a party or by which the Releasing Party otherwise is bound. (c) Neither The Releasing Party shall not disparage or make negative comments about the Company or the other PartyReleased Parties; provided that this Section 6(c5(c) shall not apply to comments made by the Releasing Party to any Governmental Authority or as required by law. (d) The Releasing Party does not possess any rights or claims to future employment with the Company, any Released Party or any of their Subsidiaries. (e) The Releasing Party will cooperate with, and assist, the Company in defense of any claim, litigation or administrative proceeding brought against the Company or any other Released Party, as reasonably requested by the Company or any Released Party. Such cooperation and assistance shall include (i) interviews of the Releasing Party by legal counsel for the Company or any Released Party as reasonably requested by such counsel, (ii) the Releasing Party providing documents (or copies thereof) and executing affidavits as reasonably requested by such counsel, (iii) the Releasing Party appearing for depositions, trials, and other proceedings as reasonably requested by such counsel, and (iv) the Releasing Party communicating with any party adverse to the Company or any Released Party, or with a representative, agent or legal counsel for any such party, concerning any pending or future claims or litigation or administrative proceeding solely through legal counsel for the Company or any Released Party. Nothing in this Section 6(e5(e) is intended to cause the Releasing Party to testify other than truthfully in any proceeding or affidavit. (f) Other than the Terminated Agreements, the Releasing Party is not a party to any employment, severance, change of control, retention or consulting agreement, oral or written, between the Releasing Party and any Released Party providing the Releasing Party any right to employment or any consideration, bonus, or other amounts, whether as a result of the consummation of the Transactions or otherwise.

Agreements, Representations and Warranties. The Releasing Party agrees, represents and warrants to the Company that: (a) The Releasing Party is legally and mentally competent to sign this ReleaseAgreement and the Reaffirmation. (b) The Releasing Party is the sole owner of any and all Released Claims that have been or could have been asserted, the Releasing Party has the requisite capacity and authority to enter into this ReleaseAgreement and the Reaffirmation, the Releasing Party has not transferred, pledged or otherwise assigned or hypothecated to any other Person all or any portion of any Released Claims or any rights or entitlements with respect thereto and the execution and delivery of this Release Agreement and the Reaffirmation does not, or will not, violate or conflict with the terms of any statute or contract to which the Releasing Party is a party or by which the Releasing Party otherwise is bound. (c) Neither The Releasing Party shall not disparage or make negative comments about the Company or the other PartyReleased Parties; provided that this Section 6(c) shall not apply to comments made by the Releasing Party to any Governmental Authority or as required by law. (d) The Releasing Party does not possess any rights or claims to future employment with the Company, any Released Party or any of their SubsidiariesSubsidiaries after the earlier of the termination of the Releasing Party’s employment with the Company pursuant to Section 5(b) or Section 5(c) or the Effective Time. (e) The Releasing Party will cooperate with, and assist, the Company in defense of any claim, litigation or administrative proceeding brought against the Company or any other Released Party, as reasonably requested by the Company or any Released Party. Such cooperation and assistance shall include (i) interviews of the Releasing Party by legal counsel for the Company or any Released Party as reasonably requested by such counsel, (ii) the Releasing Party providing documents (or copies thereof) and executing affidavits as reasonably requested by such counsel, (iii) the Releasing Party appearing for depositions, trials, and other proceedings as reasonably requested by such counsel, and (iv) the Releasing Party communicating with any party adverse to the Company or any Released Party, or with a representative, agent or legal counsel for any such party, concerning any pending or future claims or litigation or administrative proceeding solely through legal counsel for the Company or any Released Party. Nothing in this Section 6(e) is intended to cause the Releasing Party to testify other than truthfully in any proceeding or affidavit. (f) Other than the Terminated Agreements, the Stock Awards [and Indemnity Agreement], the Releasing Party is not a party to any employment, severance, change of control, retention or consulting agreement, oral or written, between the Releasing Party and any Released Party providing the Releasing Party any right to employment or any consideration, bonus, or other amounts, whether as a result of the consummation of the Transactions or otherwise. (g) The Cash Consideration is not something to which the Releasing Party is otherwise indisputably entitled and the Company’s agreement to pay the Cash Consideration on the terms as set forth herein is good and sufficient consideration for the Releasing Party’s execution of this Agreement and the Reaffirmation.

Agreements, Representations and Warranties. The Releasing Party agrees, represents and warrants to the Company that: (a) The Releasing Party is legally and mentally competent to sign this Release. (b) The Releasing Party is the sole owner of any and all Released Claims that have been or could have been asserted, the Releasing Party has the requisite capacity and authority to enter into this Release, the Releasing Party has not transferred, pledged or otherwise assigned or hypothecated to any other Person all or any portion of any Released Claims or any rights or entitlements with respect thereto and the execution and delivery of this Release does not, or will not, violate or conflict with the terms of any statute or contract to which the Releasing Party is a party or by which the Releasing Party otherwise is bound. (c) Neither The Releasing Party shall not disparage or make negative comments about the Company or the other PartyReleased Parties; provided that this Section 6(c5(c) shall not apply to comments made by the Releasing Party to any Governmental Authority or as required by law. (d) The Releasing Party does not possess any rights or claims to future employment with the Company, any Released Party or any of their SubsidiariesSubsidiaries after the Effective Time. (e) The Releasing Party will cooperate with, and assist, the Company in defense of any claim, litigation or administrative proceeding brought against the Company or any other Released Party, as reasonably requested by the Company or any Released Party. Such cooperation and assistance shall include (i) interviews of the Releasing Party by legal counsel for the Company or any Released Party as reasonably requested by such counsel, (ii) the Releasing Party providing documents (or copies thereof) and executing affidavits as reasonably requested by such counsel, (iii) the Releasing Party appearing for depositions, trials, and other proceedings as reasonably requested by such counsel, and (iv) the Releasing Party communicating with any party adverse to the Company or any Released Party, or with a representative, agent or legal counsel for any such party, concerning any pending or future claims or litigation or administrative proceeding solely through legal counsel for the Company or any Released Party. Nothing in this Section 6(e5(e) is intended to cause the Releasing Party to testify other than truthfully in any proceeding or affidavit. (f) Other than the Terminated Agreements, the Releasing Party is not a party to any employment, severance, change of control, retention or consulting agreement, oral or written, between the Releasing Party and any Released Party providing the Releasing Party any right to employment or any consideration, bonus, or other amounts, whether as a result of the consummation of the Transactions or otherwise.