Employer Representations. The Employer hereby represents that:
A. It is aware of, and agrees to be bound by, the terms of the Plan.
B. It understands that the Sponsor will not furnish legal or tax advice in connection with the adoption or operation of the Plan and has consulted legal and tax counsel to the extent necessary.
C. The failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.
Employer Representations. The Employer represents and warrants that (i) the execution, delivery and performance of this Agreement by it has been fully and validly authorized, (ii) the entities signing this Agreement are duly authorized to do so, (iii) the execution and delivery of this Agreement does not violate any order, judgment or decree or any agreement, plan or corporate governance document to which it is a party or by which it is bound and (iv) upon execution and delivery of this Agreement by the parties, it shall be a valid and binding obligation of the Employer, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable laws, including, without limitation, bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
Employer Representations. Ford represents and warrants that for the Assigned Period, (i) the Seconded Employees shall be paid by Ford on a salaried basis and be exempt from the wage and hour requirements of the Fair Labor Standards Act ("FLSA") and any other similar or comparable statute, law, ordinance, rule or regulation, whether federal, state or local, (ii) shall not be subject to any collective bargaining agreement, and (iii) shall be subject to Ford's annual Compensation Planning process as set forth in Ford's policies and procedures.
Employer Representations. The undersigned hereby certifies that the adoption of the Plan and the Trust Agreement is authorized by (1) a Board of Directors' resolution for an Employer which is a corporation, or (2) a written authorization by the person or persons duly authorized to act on behalf of an Employer which is not a corporation. If this Adoption Agreement amends and restates a Pre-Existing Plan, the undersigned hereby certifies that such amendment is duly authorized by the Employer. The undersigned hereby acknowledges that the Prototype Sponsor (1) is not responsible for the elections made in this Adoption Agreement, (2) shall have no responsibility whatsoever with respect to the Fund or the operation and administration of this Plan, and (3) has advised the Employer to consult with legal counsel for the Employer regarding the adoption and operation of this Plan. The undersigned further acknowledges that the Employer is solely responsible for the elections made in this Adoption Agreement and for the operation and administration of this Plan. Finally, the undersigned acknowledges that the Prototype Sponsor will charge an annual prototype maintenance fee and hereby authorizes the Prototype Sponsor to charge such fees against any brokerage account maintained for the Plan. Employer Execution. Subject to the terms and conditions of the Plan, the Trust Agreement and this Adoption Agreement, the undersigned hereby has executed this Adoption Agreement to evidence its adoption (or, if applicable, amendment) of the Plan and the Trust Agreement. Signature: /s/Xxxxx X. Xxxxxxxxxx Title: CFO Date: September 24, 1996 Trustee Execution. Subject to the terms and conditions of the Plan, the Trust Agreement and this Adoption Agreement, the undersigned hereby accepts its appointment as Trustee and has executed this Adoption Agreement to evidence its adoption of the Trust Agreement. [Attach additional signature pages if there are more than three Trustees. If the alternate Trust Agreement is specified in Part XIV.B, the Trustee should execute the alternate Trust Agreement in lieu of executing the Adoption Agreement in this section.] Signature: /s/Xxxxxxxx Xxxxx, SBSTC Date: October 1, 1996 Signature: Date: Signature: Date: Participating Affiliates Execution. [Attach additional signature pages if there are more than three Participating Affiliates. An Affiliate which adopts this Plan after this Adoption Agreement is executed should evidence its adoption of this Plan by executing and attaching to t...
Employer Representations. The Employer hereby represents that: It is aware of, and agrees to be bound by, the terms of the Plan.
Employer Representations. Employer represents and warrants that it has full right, authority, power and capacity to enter into, execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by Employer pursuant to the Program and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by Employer pursuant to the Program constitutes a valid and binding obligation of Employer, enforceable in accordance with their respective terms. The execution and delivery by Employer of this Agreement and the performance of the transactions contemplated hereby have been duly and validly authorized by all necessary action under its organizational documents and under any agreement applicable to Employer and do not require any notice to, consent from, or filing with, any third party.
Employer Representations. Employer hereby represents and warrants to Executive that:
(i) Employer, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions contemplated hereunder; and
(ii) the Option Shares, when issued and delivered by Employer to Executive in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.
Employer Representations. Employer represents and agrees that at the time of signing of this agreement and during the term of this agreement it has not in the previous four (4) rating years and shall not subsequently, enter into any employee leasing or payroll service arrangement or contract, written or unwritten, of any nature or extent with a registered or unregistered professional employer organization (PEO) as defined in the Ohio Administrative Code that would result in the creation of co-employment status for its employees with another legal entity or the creation of co-employment relationship with employees of another legal entity .
Employer Representations. Employer represents and warrants to Employee as follows:
(a) The employment of Employee hereunder by Employer does not violate and will not violate any contract or arrangement, oral or written, to which Employer is a party or may be bound and does not or will not result in a breach by Employer of any covenant of nondisclosure or noncompetition or any other covenant or agreement owed by Employer to any person, corporation, or legal entity;
(b) Employer has full power and authority (under all applicable laws and otherwise) to enter into and perform this Agreement.
Employer Representations. The Employer represents to the Provider that the Employer maintains (or will maintain on or before January 1, 2009, or such later compliance date as may be established) a written plan document complying with the regulations under Code § 403(b), and that, among other things, the plan provides (or will provide) for exchanges. The Employer represents to the Provider that it is an eligible employer under Code §403(b) and will notify the Provider promptly in writing in the event that it ceases to be an eligible employer under Code § 403(b) or to maintain the plan.
