Employee Representations and Warranties. Employee represents and warrants to Corporation that Employee is not bound by any covenant not to compete or similar agreement that would prohibit Employee from performing, or would restrict or limit Employee in Employee’s performance of, Employee’s job duties for Corporation. Employee shall indemnify and hold harmless Corporation and its officers, managers, members, agents and representatives from and against any damages, losses, claims, costs (including attorneys’ fees) incurred by any of them arising out of or resulting from any breach of the foregoing representation and warranty by Employee.
Employee Representations and Warranties. The Employee represents and warrants that he is not a party to, or bound by, any other his employment agreements. The Employee further represents and warrants to the Company that he is free of known physical and mental disabilities that would, with or without reasonable accommodations that would create an undue hardship for the Company, impair his performance hereunder and he is fully empowered to enter and perform his obligations under this Agreement. Without limiting the generality of the foregoing, the Employee represents and warrants that he is under no restrictive covenants to any person or entity that will be violated by his entering into and performing this Agreement.
Employee Representations and Warranties. Employee hereby represents and warrants to the Company, as of the date hereof and as of the Effective Date, as follows:
2.1. Employee has the necessary skills, knowledge, ability, expertise and experience to fulfill his obligations hereunder, shall do so diligently, professionally and conscientiously and shall comply with the regulations and procedures of the Company.
2.2. The execution and delivery of this Agreement and the fulfillment of the terms hereof will constitute the valid, binding and enforceable obligations of Employee and will not violate, conflict with or constitute a default under or breach of any agreement and/or undertaking and/or instrument, judgment or order to which the Employee is a party or by which he is bound, or any provision of law, rule or regulation applicable to Employee, and do not require the consent of any person or entity. In the performance of Employee’s obligations hereunder, Employee will not make use of (i) any confidential or proprietary information belonging to any third party, or (ii) any information to which Employee is restricted from disclosing or using due to contractual undertakings or by law.
2.3. Employee shall notify the Company immediately and without delay of any matter, which might constitute a conflict of interests with Employee’s position with the Company, the performance of his duties and responsibilities pursuant to this Agreement and/or or with the best interests of the Company.
2.4. Employee will not accept, whether during the term of this Agreement or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any third party, in connection with or arising from Employee’s employment with the Company, without the Company’s prior written authorization.
Employee Representations and Warranties. 10.1 The Employee represents and warrants to the Company that the execution and delivery of this Employment Agreement and the fulfillment of the terms hereof: (i) will not constitute a default under or breach of any agreement or other instrument to which he/she is a party or by which he is bound, including without limitation, any confidentiality, invention assignment or non competition agreement; (ii) that no provision of any law, regulation, agreement or other document prohibits him/her from entering into this Employment Agreement; {iii) do not require the consent of any person or entity; and (iv) shall not utilize during the term of his/her employment any proprietary information of any third pai1y, including prior employers of the Employee (other than any affiliate of the Company).
10.2 The Employee acknowledges that the Company is relying on the Employee's representations under this Section 8 upon entering into this Employment Agreement and any misrepresentation under this section by the Employee shall constitute a material breach of this Employment Agreement.
10.3 The Employee hereby agrees and acknowledges that he has read, understands and consents to the Company Computer Policy attached hereto as Exhibit E and incorporated herein by reference, and agrees to, concurrently with the execution of this Employment Agreement, to execute such form.
10.4 The Employee shall immediately and without delay inform the Company of any affairs and/or matters that might constitute a conflict of interest with the Employee's Position and/or employment with Company and/or the interests of the Company.
Employee Representations and Warranties. The Executive represents and warrants to the Company as follows:
(a) The Executive is not now under any obligation of a contractual or other nature to any person, business or other entity which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.
(b) The Executive has never been affiliated with, in any capacity, a government contractor that has been suspended or debarred from its contract with the government during the Executive’s affiliation with such contractor.
(c) There are no pending or threatened claims against the Executive in any court or agency of any jurisdiction.
Employee Representations and Warranties. As a condition to any non-forfeiture of the Restricted Shares at or after Termination of Employment and to any vesting of the Restricted Shares, in addition to the Employee’s execution of the Release Agreement, the Company may require Employee to make any representation or warranty to the Company as may be required under any applicable law or regulation.
Employee Representations and Warranties. 5.1. The Employee represents and warrants to the Company that: (i) the execution and delivery of this Employment Agreement and the fulfillment of the terms hereof: (a) will not constitute a default under or breach of any agreement or other instrument to which he/she is a party or by which he is bound, including without limitation, any confidentiality or non-competition agreement; (b) do not require the consent of any person or entity; (ii) no provision of any agreement or other document the Employee is a party to or is bound to as a result of his/her prior or current engagement with third parties, or to his/her knowledge, any law, or regulation, prohibits him from entering into this Employment Agreement; and (iii) shall not utilize during the term of his/her employment any proprietary information of any third party, including prior employers of the Employee. Employee acknowledges that the Company is relying on the Employee’s representations under this section upon entering into this Employment Agreement and any misrepresentation under this section by Employee shall constitute a material breach of this Employment Agreement.
5.2. The Employee shall at all times comply with the Company’s policies, procedures and objectives, as in effect from time to time, and shall adhere to any applicable law or provision pertaining to his/her employment.
5.3. The Employee shall immediately and without delay inform the Company of any affairs and/or matters that might constitute a conflict of interest with the Employee’s Position and/or employment with Company and/or the interests of the Company.
5.4. The Employee acknowledges and agrees that personal information related to him/her and the Employee’s terms of employment at the Company, as shall be received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the reasonable and necessary scope only for the following purposes: human resources management, business management and customer relations, assessment of potential transactions and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance checks and internal investigations.
Employee Representations and Warranties. Employee hereby represents and warrants that Employee is not currently bound by the provisions of any agreement or contract regarding any former employment, independent contractor or agent relationship, including but not limited to provisions regarding non-competition, non-solicitation or confidential information. Employee further represents and warrants that Employee is not in possession of any confidential or proprietary information gained as a result of any former employment, independent contractor or agent relationship and that Employee will not bring any such information into any workplace or onto any premises of the Employer or utilize any such information during the term of employment by the Employer. Employee hereby agrees to defend, indemnify and hold the Employer harmless from any claim or liability for which the Employer may become subject as a result of a breach by Employee of this Article.
Employee Representations and Warranties. Employee acknowledges receipt of a form of S-8 prospectus in connection with the Option. As a condition to the exercise of the Option, the Company may require Employee to make any representation or warranty to the Company as may be determined by the Committee or by counsel to the Company to be appropriate or required by law or regulation.
Employee Representations and Warranties a. The Employee represents and warrants that performance of his duties for the Company and his obligations under the terms of this Restrictive Covenants Agreement and his Employment Agreement do not and will not cause the Employee to breach any agreement, commitment or understanding the Employee has with any other party, whether formal or informal, to assign to such other party inventions the Employee may hereafter make, or to keep in confidence proprietary information of such other party which the Employee acquired or learned prior to the Employee’s employment by the Company.
b. The Employee represents and warrants that the Employee has not brought and will not bring to the Company, or use for the benefit of the Company, any materials and/or documents of a former employer (which, for purposes of this Section, shall also include persons, firms, corporations and other entities for which the Employee has acted as an independent contractor or consultant) that are not generally available to the public or to the trade, unless the Employee has obtained written authorization from any such former employer permitting the Employee to retain and use said materials and/or documents. With respect to any materials and/or documents that the Employee may bring to the Company for use in the course of the Employee’s employment, the Employee hereby further represents and warrants that the Employee’s use (or the Company’s use) of such materials and/or documents will not violate the intellectual property rights of any former employer of the Employee, or any other party.
