Common use of Executive Representations Clause in Contracts

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, , and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the executionExecutive has negotiated and entered into this Agreement with the full advice and representation of legal counsel specifically retained for such purpose, (b) the Executive's execution and delivery and 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 under under, or give any contractparty a right to damages under, agreementor to terminate, instrument, order, judgment or decree any other agreement to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, and (c) upon there are no agreements or understandings that would make unlawful the Executive's execution and or delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its termsor his employment hereunder.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the executionExecutive has negotiated and entered into this Agreement with the full advice and representation of legal counsel specifically retained for such purpose, (b) the Executive’s execution and delivery and 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 under under, or give any contractparty a right to damages under, agreementor to terminate, instrument, order, judgment or decree any other agreement to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, and (c) upon there are no agreements or understandings that would make unlawful the Executive’s execution and or delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its termsor his employment hereunder.

Executive Representations. The Executive hereby represents and warrants to THC and THUSA that to the Company that best of his knowledge, (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is boundbound as of the Effective Date, (b) the Executive is not a party to or bound by any employment agreement, noncompetition legally binding contract or agreement as of the Effective Date that would prevent or confidentiality agreement with any other Person that affects hinder his right or ability to perform the duties contemplated by this Agreementperformance of his obligations hereunder, and (c) upon the execution and delivery of this Agreement by the Companyparties, this Agreement will shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. (a) The Executive hereby represents and warrants to the Company that (ai) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment contract or decree instrument to which the Executive is a party or by any judgment, order or decree to which he the Executive is boundsubject, (bii) the Executive is not a party to or bound by any employment agreement, noncompetition consulting agreement, non-compete agreement, confidentiality agreement or confidentiality similar agreement with any other Person that affects his right person or ability to perform the duties contemplated by this Agreement, entity and (ciii) upon the execution and delivery of this Agreement by the CompanyCompany and the Executive, this Agreement will be the a valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, Agreement and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he she is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his her right or ability to perform the duties contemplated by this Agreement, and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The (A) Executive hereby represents and warrants to the Company and Parent that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment contract or decree instrument to which the Executive is a party or by any judgment, order or decree to which he the executive is boundsubject, (b) the Executive is not a party to or bound by any employment agreement, noncompetition consulting agreement, non-compete agreement, confidentiality agreement or confidentiality similar agreement with any other Person that affects his right person or ability to perform the duties contemplated by this Agreement, entity and (c) upon the execution and delivery of this Agreement by the CompanyCompany and the Executive, this Agreement will be the a valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects (other than as provided in the separation agreement, dated June 2003, between the Executive and his right or ability former employer, a copy of which has been provided to perform the duties contemplated by this Agreement, Company) and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (ai) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (bii) the Executive is not a party to or bound by any employment agreement, noncompetition noncompete agreement or confidentiality agreement with any other Person that affects his right person or ability to perform the duties contemplated by this Agreemententity other than a letter agreement dated January 1, 1992 between Xxxxxx Xxxxxxx, Inc. and Executive and (ciii) upon the execution and delivery of this Agreement by the Company, this Agreement will shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms. 11.

Executive Representations. The Executive hereby represents and warrants to the Company that (ai) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (bii) the Executive is not a party to or bound by any employment agreement, noncompetition noncompete agreement or confidentiality agreement with any other Person that affects his right person or ability to perform the duties contemplated by this Agreemententity other than a letter agreement dated January 1, 1992 between Millxx Xxxxxxx, Xxc. and Executive and (ciii) upon the execution and delivery of this Agreement by the Company, this Agreement will shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by 8 | Page which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, , and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (b) 10 | Page the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.