Common use of Executive Representations Clause in Contracts

Executive Representations. Executive hereby represents and warrants to Employer that (a) Executive's execution and delivery of this Agreement and his performance of his duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of this Agreement or his employment hereunder.

Executive Representations. Executive hereby represents and warrants to Employer that (a) Executive's ’s execution and delivery of this Agreement and his performance of his duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and (b) there are no agreements or understandings that would make unlawful Executive's ’s execution or delivery of this Agreement or his employment hereunder.

Executive Representations. Executive hereby represents and warrants to Employer the Company that (ai) Executive's execution the execution, delivery and delivery performance of this Agreement by Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (biii) there are no agreements or understandings that would make unlawful Executive's upon the execution or delivery of this Agreement or his employment hereunder.and delivery

Executive Representations. The Executive hereby represents and warrants to Employer the Company that (a) Executive's execution the execution, delivery and delivery performance of this Agreement by the Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which the Executive is a party or by which he is bound bound, and (b) there are no agreements the Executive is not in violation of any employment agreement, transition services agreement, non-competition agreement, non-solicitation agreement or understandings that would make unlawful Executive's execution confidentiality agreement with any person or delivery of this Agreement or his employment hereunderentity.

Executive Representations. Executive hereby represents and warrants to Employer the Company that (a) Executive's the execution and delivery of this Agreement by Executive and his the Company and the performance by Executive of his Executive’s duties and obligations hereunder will not conflict withbreach, or cause a default underotherwise contravene, the terms of any employment agreement or give any party a right to damages under, or to terminate, any other agreement or policy to which Executive is a party or by which otherwise bound. Executive acknowledges that he is bound has had the opportunity to discuss this matter with and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement or his employment hereunderAgreement, and is knowingly and voluntarily entering into this Agreement.

Executive Representations. Executive hereby represents and warrants to Employer the Company that (a) Executive's the execution and delivery of this Agreement by Executive and his the Company and the performance of his Executive’s duties and obligations hereunder will not conflict withbreach, or cause a default underotherwise contravene, the terms of any employment agreement or give any party a right to damages under, or to terminate, any other agreement or policy to which Executive is a party or by which otherwise bound. Executive acknowledges that he is bound or she has had the opportunity to discuss this matter with and (b) there are no agreements obtain advice from his or understandings that would make unlawful Executive's execution or delivery her private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement or his employment hereunderAgreement, and is knowingly and voluntarily entering into this Agreement.

Executive Representations. Executive hereby represents and warrants to Employer the Company that (ai) Executive's execution the execution, delivery and delivery performance of this Agreement by Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which Executive is a party or by which he she is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (biii) there are no agreements or understandings that would make unlawful Executive's upon the execution or delivery of this Agreement or his employment hereunder.and delivery

Executive Representations. Executive hereby represents and warrants to Employer the Company that (a) Executive's the execution and delivery of this Agreement by Executive and his the Company and the performance of his Executive’s duties and obligations hereunder will not conflict withbreach, or cause a default underotherwise contravene, the terms of any employment agreement or give any party a right to damages under, or to terminate, any other agreement or policy to which Executive is a party or by which otherwise bound. Executive acknowledges that he is bound has had the opportunity to discuss this matter with and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement or his employment hereunderAgreement, and is knowingly and voluntarily entering into this Agreement.

Executive Representations. Executive hereby represents to the Company and warrants to the Employer that (a) Executive's the execution and delivery of this Agreement by Executive, the Company and his the Employer, and the performance by Executive of his Executive’s duties and obligations hereunder will not conflict withbreach, or cause a default underotherwise contravene, the terms of any employment agreement or give any party a right to damages under, or to terminate, any other agreement or policy to which Executive is a party or by which otherwise bound. Executive acknowledges that he is bound has had the opportunity to discuss this matter with and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement or his employment hereunderAgreement, and is knowingly and voluntarily entering into this Agreement.

Executive Representations. Executive hereby represents and warrants to Employer the Company that (a) Executive's the execution and delivery of this Agreement by Executive and his the Company and the performance by Executive of his Executive’s duties and obligations hereunder will shall not conflict withconstitute a breach of, or cause a default underotherwise contravene, the terms of any employment agreement or give any party a right to damages under, or to terminate, any other agreement or policy to which Executive is a party or by which otherwise bound. Executive further represents that he is bound has been advised by, or has consulted with his own independent counsel with respect to the negotiation of, and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of his decision to enter into, this Agreement or his employment hereunderand acknowledges that he understands the meaning and effect of each and every term and provision contained herein.

Executive Representations. Executive hereby represents and warrants to Employer that (a) Executive's ’s employment with the Company on the terms and conditions set forth herein and Executive’s execution and delivery performance of this Agreement and his do not constitute a breach or violation of any other agreement, obligation or understanding with any third party. Executive represents that Executive is not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of his Executive’s obligations hereunder or prevent the full performance of Executive’s duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of this Agreement or his employment hereunder.

Executive Representations. Executive hereby represents and warrants to Employer Company that he or she (a) is not now under any contractual or quasi-contractual obligation that is inconsistent or in conflict with this Agreement or that would prevent, limit, or impair Executive's execution and delivery of this Agreement and his performance of his duties and or her obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and under this Agreement; (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of has been represented by legal counsel in preparing, negotiating, executing, and delivering this Agreement or his employment hereunderAgreement; and (c) fully understands its terms and provisions.

Executive Representations. The Executive hereby represents and warrants to Employer the Company that (a) Executive's execution the execution, delivery and delivery performance of this Agreement by the Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which the Executive is a party or by which he is bound and bound, (b) there are no agreements the Executive is not a party to or understandings that would make unlawful Executive's bound by any noncompetition agreement with any other Person and (c) upon the execution or and delivery of this Agreement or his employment hereunderby the Company, this Agreement will be the valid and binding obligation of the Executive.

Executive Representations. Executive hereby represents and warrants to Employer that that: (a) Executive's execution and delivery of Executive has the right to enter into this Agreement and his performance is not subject to any Agreement, commitment, agreement, arrangement or restriction of his any kind which would prevent Executive from performing Executive’s duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and hereunder; and (b) there are no agreements or understandings that would make unlawful Executive is currently in good health and to the best of Executive's execution or delivery of this Agreement or his employment ’s knowledge; Executive is not subject to any undisclosed medical condition which might have a material effect on Executive’s ability to perform satisfactorily Executive’s services hereunder.

Executive Representations. The Executive hereby represents and warrants to Employer the Company that (a) Executive's execution the execution, delivery and delivery performance of this Agreement by the Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which the Executive is a party or by which he is bound bound, and (b) there are no agreements the Executive is not in violation of any employment agreement, transition services agreement, noncompetition agreement, nonsolicitation agreement or understandings that would make unlawful Executive's execution confidentiality agreement with any person or delivery of this Agreement or his employment hereunderentity.

Executive Representations. The Executive hereby represents and warrants warrants, to Employer the best of his knowledge, that (a) Executive's execution he is not a party to or bound by any agreement, arrangement or understanding, written or otherwise, which prohibits or in any manner restricts his ability to enter into and delivery of fulfill his obligations under this Agreement (other than confidentiality obligations with any of the Executive’s prior employers). The parties acknowledge and his agree that the Executive shall not use of disclose, or be permitted to use or disclose, any confidential or proprietary information belonging to any prior employer in connection with the performance of his duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of under this Agreement or his employment hereunderAgreement.

Executive Representations. The Executive hereby represents and warrants to Employer the Company that (a) Executive's the execution and delivery of this Agreement by the Executive and his the Company and the performance by the Executive of his Executive’s duties and obligations hereunder will shall not conflict withconstitute a breach of, or cause a default underotherwise contravene, the terms of any employment agreement or give any party a right to damages under, or to terminate, any other agreement or policy to which the Executive is a party or by which otherwise bound. The Executive further represents that he is bound has consulted with his own independent counsel with respect to the negotiation of, and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of his decision to enter into, this Agreement or his employment hereunderand acknowledges that he understands the meaning and effect of each and every term and provision contained herein.

Executive Representations. Executive hereby represents and warrants to Employer the Company that (a) Executive's execution the execution, delivery and delivery performance of this Agreement by Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which Executive is a party or by which he she is bound bound, and (b) there are no agreements or understandings that would make unlawful Executive's upon the execution or and delivery of this Agreement or his employment hereunderby the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to Employer the Companies that (a) Executive's execution the execution, delivery and delivery performance of this Agreement by the Executive does not and his performance of his duties and obligations hereunder will not conflict with, breach, violate or cause a default underunder any contract, agreement, instrument, order, judgment or give any party a right to damages under, or to terminate, any other agreement decree to which the Executive is a party or by which he is bound and bound, (b) there are no agreements the Executive is not a party to or understandings that would make unlawful Executive's bound by any noncompetition agreement with any other Person and (c) upon the execution or and delivery of this Agreement or his employment hereunderby the Companies, this Agreement will be the valid and binding obligation of the Executive.

Executive Representations. Executive hereby represents and warrants to Employer Company that he or she (a) Executive's execution and delivery of is not now under any contractual or quasi-contractual obligation that is inconsistent or in conflict with this Agreement and his or that would prevent, limit, or impair Executive’s performance of his duties and or her obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Executive is a party or by which he is bound and under this Agreement; (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of has been represented by legal counsel in preparing, negotiating, executing, and delivering this Agreement or his employment hereunderAgreement; and (c) fully understands its terms and provisions.

Executive Representations. Executive hereby represents and warrants to Employer that (a) neither Executive's execution ’s employment with Employer nor Executive’s performance of Executive’s duties and delivery of responsibilities under this Agreement and his performance will conflict with or result in a breach or violation of his duties and obligations hereunder will not conflict withor a default under any contract, covenant, or cause a default underagreement (including without limitation any non-solicitation, non-competition, or give any party a right to damages underother similar contract, covenant, or to terminateagreement) or order, any other agreement judgment, or decree to which Executive is a party or subject or by which he Executive is bound and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery of this Agreement or his employment hereunderbound.

Executive Representations. Executive hereby represents and warrants to Employer that (a) Executive's ’s execution and delivery of this Agreement and his the performance by Executive of his duties and Executive’s obligations hereunder will not conflict with, or cause result in a default under, violation or give any party a right to damages under, or to terminatebreach of, any employment, consulting, non-competition or other agreement to which Executive is a party or by to which he Executive is bound and (b) there are no agreements or understandings that would make unlawful Executive's execution or delivery otherwise subject. The obligations of the Company under this Agreement or his employment hereunderare expressly conditioned upon these representations by Executive being true in all respects.