Common use of Employee Representations Clause in Contracts

Employee Representations. (a) Employee represents and warrants that this Agreement and his employment by the Company does not conflict with and will not be constrained by any prior business relationship or contract, that Employee does not possess trade secrets or other proprietary information arising out of any prior business relationship or contract that, in Employee’s best judgment would be utilized in connection with Employee’s employment with the Company. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or others. (b) Employee represents and warrants that (i) before signing this Agreement, he has read this Agreement and is entering into this Agreement freely and with knowledge of its contents with the intent to be bound by it and the restrictions contained herein; (ii) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of the Company’s business interests, particularly its investments in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case.

Employee Representations. (a) The Employee hereby represents and warrants that the Employee’s performance of the terms of this Agreement and his employment will not breach any written or oral agreement entered into by the Company does not conflict Employee with a former employer or with any other third party. The Employee further represents and warrants that the Employee will not be constrained by engage in additional employment or recreational activities that would in any prior business relationship or contract, that Employee does not possess trade secrets or other proprietary information arising out way pose a conflict of any prior business relationship or contract that, in Employee’s best judgment would be utilized in connection with Employee’s employment interest with the Company. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or othersEmployment. (b) The Employee represents hereby confirms that the Employee is not owed any amounts or entitled to any benefits from the Company and/or its affiliates for any period (if any) of employment, consulting or services provided by the Employee prior to the Effective Date, whether to the Company or to any of its affiliated entities, and warrants that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. (ic) before The Employee hereby acknowledges that the Employee’s signing this Agreementof the Confidentiality, he has read Unfair Competition and Ownership of Inventions Undertaking attached hereto as Schedule B (the “Undertaking”) constitutes a precondition of the Employment. The Employee further affirms that this Agreement and is entering into the Undertaking constitute the entire understanding of the Parties with respect to the subject matter hereof and supersede any understanding or agreement, whether oral or written between the Company and the Employee. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement freely are conditioned upon the Employee’s presenting to the Company and with knowledge maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of its contents with the intent to this Agreement shall be bound by it null and void, and the restrictions contained herein; Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee’s work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or pursuant to this Agreement. (iie) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants set forth in this Agreement and its attached Schedule B, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of or the Company’s business interests, particularly its investments counsel in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, connection with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case.

Employee Representations. (a) The Employee hereby represents and warrants that the Employee’s performance of the terms of this Agreement will not breach any written or oral agreement entered into by the Employee with a former employer or with any other third party. The Employee further represents and warrants that the Employee will not engage in additional employment or recreational activities that would in any way pose a conflict of interest with the Employment. (b) The Employee hereby confirms that the Employee is not owed any amounts or entitled to any benefits from the Company and/or its affiliates for any period of employment, consulting or services provided by the Employee prior to the Effective Date, whether to the Company or to any of its affiliated entities, and that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. (c) The Employee hereby acknowledges that the Employee’s signing of the Undertaking constitutes a precondition of the Employment. The Employee further affirms that this Agreement and his employment by the Company does not conflict Undertaking constitute the entire understanding of the Parties with and will not be constrained by any prior business relationship respect to the subject matter hereof or contract, that Employee does not possess trade secrets or other proprietary information arising out of any prior business relationship or contract that, in Employee’s best judgment would be utilized in connection with otherwise to the Employee’s employment with the Company. , and supersede any and all understandings, agreements, promises, negotiations, proposals, discussions, understandings and arrangements whether oral or written, between the Company and the Employee. (d) The Employee further agrees understands that he will not disclose any such trade secrets or other proprietary information the Employment and obligations of the Company pursuant to this Agreement are conditioned upon the Employee’s presenting to the Company and maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of this Agreement shall be null and void, and the Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee’s work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or otherspursuant to this Agreement. (be) The Employee represents and warrants acknowledges that (i) before signing this Agreement, he has read this Agreement and is entering into this Agreement freely and with knowledge of its contents with the intent to be bound by it and the restrictions contained herein; (ii) Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of or the Company’s business interests, particularly its investments counsel in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, connection with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case.

Employee Representations. (a) The Employee hereby represents and warrants that the Employee’s performance of the terms of this Agreement and his employment will not breach any written or oral agreement entered into by the Company does not conflict Employee with a former employer or with any other third party. The Employee further represents and warrants that the Employee will not be constrained by engage in additional employment or recreational activities that would in any prior business relationship or contract, that Employee does not possess trade secrets or other proprietary information arising out way pose a conflict of any prior business relationship or contract that, in Employee’s best judgment would be utilized in connection with Employee’s employment interest with the Company. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or othersEmployment. (b) The Employee represents hereby confirms that the Employee is not owed any amounts or entitled to any benefits from the Company and/or its affiliates for any period of employment, consulting or services provided by the Employee prior to the Effective Date, whether to the Company or to any of its affiliated entities, and warrants that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. (ic) before The Employee hereby acknowledges that the Employee’s signing this Agreementof the Confidentiality and Ownership of Inventions, he has read Unfair Competition and Non-Solicitation Undertaking attached hereto as Schedule A (the “Undertaking”) constitutes a precondition of the Employment. The Employee further affirms that this Agreement and is entering into the Undertaking constitute the entire understanding of the Parties with respect to the subject matter hereof and supersede any understanding or agreement, whether oral or written between the Company and the Employee. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement freely are conditioned upon the Employee’s presenting to the Company and with knowledge maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of its contents with the intent to this Agreement shall be bound by it null and void, and the restrictions contained herein; Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee’s work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or pursuant to this Agreement. (iie) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of or the Company’s business interests, particularly its investments counsel in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, connection with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case.

Employee Representations. In connection with the issuance of the Restricted Shares, Employee represents the following: (a) Employee represents and warrants that this Agreement and his employment by the Company does not conflict with and will not be constrained by any prior business relationship or contract, hereby acknowledges that Employee does not possess trade secrets or other proprietary information arising out of any prior business relationship or contract has been informed that, in with respect to the issuance of the Restricted Shares, an election may be filed by Employee with the Internal Revenue Service, within thirty (30) days of the issuance of such Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Shares on the date of purchase. Employee acknowledges that Employee has sought the advice of Employee’s best judgment would be utilized own tax advisors in connection with Employee’s employment with the Companyissuance of the Restricted Shares and the advisability of filing of such election under Section 83(b) of the Code. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or othersEMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATIONS WITH RESPECT THERETO. (b) Employee represents has reviewed with Employee’s own tax advisors, the federal, state, local and warrants that (i) before signing this Agreement, he has read foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is entering into relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Employee understands that Employee (and not the Company) shall be responsible for Employee’s own tax liability that may arise as a result of this Agreement freely and with knowledge of its contents with the intent transactions contemplated hereby. (c) Employee has received, read and understood this Agreement and the Incentive Plan and agrees to abide by and be bound by it their respective terms and the restrictions contained herein; (ii) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of the Company’s business interests, particularly its investments in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the caseconditions.

Employee Representations. (a) The Employee hereby represents and warrants that the Employee’s performance of the terms of this Agreement and his employment will not breach any written or oral agreement entered into by the Company does not conflict Employee with a former employer or with any other third party. The Employee further represents and warrants that the Employee will not be constrained by engage in additional employment or recreational activities that would in any prior business relationship or contract, that Employee does not possess trade secrets or other proprietary information arising out way pose a conflict of any prior business relationship or contract that, in Employee’s best judgment would be utilized in connection with Employee’s employment interest with the Company. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or othersEmployment. (b) The Employee represents hereby confirms that the Employee is not owed any amounts or entitled to any benefits from the Company and/or its affiliates for any period of employment, consulting or services provided by the Employee prior to the Effective Date, whether to the Company or to any of its affiliated entities, and warrants that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. (ic) before The Employee hereby acknowledges that the Employee’s signing this Agreementof the Confidentiality, he has read and Ownership of Inventions, Unfair Competition and Non-Solicitation Undertaking attached hereto as Schedule A (the “Undertaking”) constitutes a precondition of the Employment. The Employee further affirms that this Agreement and is entering into the Undertaking constitute the entire understanding of the Parties with respect to the subject matter hereof and supersede any understanding or agreement, whether oral or written between the Company and the Employee. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement freely are conditioned upon the Employee’s presenting to the Company and with knowledge maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of its contents with the intent to this Agreement shall be bound by it null and void, and the restrictions contained herein; Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee’s work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or pursuant to this Agreement. (iie) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of or the Company’s business interests, particularly its investments counsel in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, connection with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case.

Employee Representations. In connection with the issuance of the Performance Restricted Shares, Employee represents the following: (a) Employee represents and warrants that this Agreement and his employment by the Company does not conflict with and will not be constrained by any prior business relationship or contract, hereby acknowledges that Employee does not possess trade secrets or other proprietary information arising out of any prior business relationship or contract has been informed that, in with respect to the issuance of the Performance Restricted Shares, an election may be filed by Employee with the Internal Revenue Service, within thirty (30) days of the issuance of such Performance Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Shares on the date of purchase. Employee acknowledges that Employee has sought the advice of Employee’s best judgment would be utilized own tax advisors in connection with Employee’s employment with the Companyissuance of the Performance Restricted Shares and the advisability of filing of such election under Section 83(b) of the Code. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or othersEMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATIONS WITH RESPECT THERETO. (b) Employee represents has reviewed with Employee’s own tax advisors, the federal, state, local and warrants that (i) before signing this Agreement, he has read foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is entering into relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Employee understands that Employee (and not the Company) shall be responsible for Employee’s own tax liability that may arise as a result of this Agreement freely and with knowledge of its contents with the intent transactions contemplated hereby. (c) Employee has received, read and understood this Agreement and the Incentive Plan and agrees to abide by and be bound by it their respective terms and the restrictions contained herein; (ii) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of the Company’s business interests, particularly its investments in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the caseconditions.

Employee Representations. (Employee makes the following representations, each of which is a condition of the Company entering into this Agreement: a) That the payments the Company has agreed to provide herein include payments to which Employee represents would not be entitled were it not for this Agreement. b) That Employee has been given a reasonable period of time (not to exceed 10 days) to consider whether or not to sign this Agreement, and/or acknowledges that Employee has been advised of Employee’s right to that 10-day period and warrants has voluntarily waived it, and that Employee has not been pressured to sign this Agreement in a shorter period of time. c) That no promises or representations except those contained in this Agreement have been made to the Employee in connection with the termination of Employee’s employment. d) That Employee understands that this Agreement and his release does not cancel or otherwise diminish any post-employment by obligations under any employment agreement with the Company does (or any predecessor or affiliate of the Company) to which the Employee is a party, including, but not conflict limited to, obligations relating to confidentiality or the use of confidential information of the Company, disclosure and ownership of intellectual property, non-competition and non-solicitation of customers or employees. e) That Employee has read and understands each and every provision in this Agreement and has been advised to consult with and will not be constrained by any prior business relationship or contract, that Employee does not possess trade secrets or other proprietary information arising out of any prior business relationship or contract that, in Employee’s best judgment would be utilized an attorney in connection with Employee’s employment with the Company. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or others. (b) Employee represents and warrants that (i) before signing consideration of this Agreement, he has read this Agreement and that Employee is entering into this Agreement freely voluntarily and with knowledge of its contents with the intent to be bound by it and the restrictions contained herein; (ii) Employee has been advised by the Company to consult Employee’s own legal counsel free will. f) That Employee has not filed any complaints against the Company in respect of any court, nor any charges with any governmental agency before signing this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of the Company’s business interests, particularly its investments in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case.

Employee Representations. (a) Employee represents and warrants that this Agreement and his employment by the Company does not conflict with and will not be constrained by any prior business relationship or contract, that Employee does not possess trade secrets or other proprietary information arising out of any prior business relationship or contract that, in Employee’s best judgment would be utilized in connection with Employee’s employment with the Company. Employee further agrees that he will not disclose any such trade secrets or other proprietary information to the Company or others. (b) Employee represents and warrants that (i) before signing this Agreement, he has read this Agreement and is entering into this Agreement freely and with knowledge of its contents with the intent to be bound by it and the restrictions contained herein; (ii) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel; (iii) the restrictions imposed on Employee by this Agreement are fair, reasonable and proper and required for the protection of the Company’s business interests, particularly its investments in Employee (e.g., Employee’s job knowledge and skills), its Confidential Information, as well as the goodwill developed, and its business relationships, with its clients, customers and prospective clients and customers; (iv) the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 19, 20 or 21 hereof will result in irreparable injury to the Company; and (v) the restrictions imposed on Employee by this Agreement, particularly, the post-termination restrictions, shall not preclude Employee from earning a living or engaging in Employee’s profession or trade, or pursuing a career or a business, in each case at the same general level of economic benefit as is currently the case. (c) Employee’s employment is subject to the Employee being legally entitled to work in the United Kingdom.