Executive’s Representation and Warranty Sample Clauses

Executive’s Representation and Warranty. Executive hereby represents and warrants that, during Executive’s period of employment with the Company, Executive did not willfully or negligently breach Executive’s duties as an employee or officer of the Company, did not commit fraud, embezzlement, or any other similar dishonest conduct, and did not violate the Company’s business standards.
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Executive’s Representation and Warranty. On the Separation Date, the Executive agrees to execute a confirmation that he is not aware of any matters relating to the Company’s fiscal year 2010, as of and through June 1, 2010, that would be required to be disclosed in, or that would require a qualification of, the certificates of the principal executive officer of the Company required to be filed with the Securities and Exchange Commission pursuant to (i) 18 U.S.C. §1350, as adopted pursuant to §906 of the Xxxxxxxx-Xxxxx Act of 2002, and (ii) Section 302 of the Xxxxxxxx-Xxxxx Act of 2002; provided that the Company will not file such confirmation with the Securities and Exchange Commission, but will rely on such certificate in connection with its disclosure controls and procedures.
Sample 1
Executive’s Representation and Warranty. The Executive hereby represents and warrants that, during the Executive’s period of employment with the Corporation (i) the Executive did not willfully or negligently breach the Executive’s duties as an employee or officer of the Corporation, did not commit fraud, embezzlement, or any other similar dishonest conduct, and did not violate the Corporation’s Global Business Standards, and (ii) is not aware of any fraud, embezzlement, or any other similar dishonest conduct, or any violation of the Corporation’s Global Business Standards, that has not been reported to the applicable Business Practices Officer or the Corporation’s Chief Executive Officer. On the Termination Date, the Executive agrees to execute a confirmation that he is not aware of any matters relating to the Corporation’s fiscal year 2009, as of and through May 31, 2009, that would be required to be disclosed in, or that would require a qualification of, the certificates of the chief financial officer of the Corporation required to be filed with the Securities and Exchange Commission pursuant to (i) 18 U.S.C. §1350, as adopted pursuant to §906 of the Xxxxxxxx-Xxxxx Act of 2002, and (ii) Section 302 of the Xxxxxxxx-Xxxxx Act of 2002; provided that the Corporation will not file such confirmation with the Securities and Exchange Commission but will rely on such certificate in connection with its disclosure controls and procedures.
Sample 1
Executive’s Representation and Warranty. The Executive represents and warrants that (i) the Executive's performance of all the terms of this Agreement and any services to be rendered as an employee of the Company do not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding, including, without limitation, any agreement relating to any proprietary information, knowledge or data acquired by the Executive in confidence, trust, or otherwise, prior to the Executive's employment by the Company to which the Executive is a party or by the terms of which the Executive may be bound; (ii) the Executive shall not disclose to the Company or its clients, or induce the Company to use or disclose, any such proprietary information, knowledge or data belonging to any previous employer or others and the Executive will disclose to the Company the term and subject of any prior confidentiality or invention, agreement or agreements the Executive has entered into; and (iii) the Executive will not enter into any agreement or understanding, either written or oral, in conflict with the provisions of this Agreement.
Sample 1
Executive’s Representation and Warranty. As of the date hereof, the Executive is not aware of any matters relating to the Company’s fiscal year 2011 that would be required to be disclosed in, or that would require a qualification of, the certificates of the principal financial officer of the Company required to be filed with the Securities and Exchange Commission pursuant to (i) 18 U.S.C. §1350, as adopted pursuant to §906 of the Xxxxxxxx-Xxxxx Act of 2002, and (ii) Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively, the “Sox Certificates”). On or within three business days prior to the Separation Date, the Executive agrees to either (x) confirm in writing that he is not aware of any matters relating to the Company’s fiscal year 2011, as of and through the Separation Date, that would be required to be disclosed in, or that would require a qualification of, the Sox Certificates, or (y) set forth in writing any matters referred to in clause (x) of which the Executive has knowledge; provided that the Company will not file such confirmation with the Securities and Exchange Commission; provided further that such confirmation in the case of clause (x) or such statement in the case of clause (y) may acknowledge that the Company has not completed the procedures employed by the Company for purposes of preparing Sox Certificates.
Sample 1
Executive’s Representation and Warranty. Except for the cellular telephone and computer hardware described in Section 3.3. above, Executive represents and warrants that he does not have in his custody, control, or possession (including the custody, control, or possession of his counsel, advisors, or other agents or representatives) any files (tangible or electronic), documents, computer disks, or any other property generated by, prepared at, received at, or belonging to Company, and represents and warrants that he did not remove from Company's offices or facilities (including its computer system) any such property, or to the extent that he removed such property from Company's offices or facilities, all such property has been returned to Company. Notwithstanding the foregoing, Company acknowledges that Executive may retain such informational/marketing and/or other materials distributed or disseminated by Company to its employees generally (including Executive) which are (i) not confidential or proprietary in nature and (ii) intended by Company to be retained by its employees (e.g., summary description of health benefits).
Sample 1

Related to Executive’s Representation and Warranty

  • Executive’s Representations and Warranties Executive represents and warrants to the Employer that (a) Executive does not have any agreements with any prior employers or other third parties that will prohibit Executive from working for the Employer or fulfilling Executive’s duties and obligations to the Employer pursuant to this Agreement, and (b) Executive has complied with any and all duties imposed on Executive with respect to Executive’s former employers, including without limitation any requirements with respect to return of property.

  • Executive’s Representation Executive hereby warrants and represents to the Company that Executive has carefully reviewed this Agreement and has consulted with such advisors as Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of Executive’s prior employment which would be breached or violated by Executive’s execution of this Agreement or by Executive’s performance of his duties hereunder.

  • Tenant Representation and Warranty Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

  • Representation and Warranty of Executive Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, partnership, company or corporation that is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way the performance by him of his obligations hereunder.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • Additional Representation and Warranty The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Trust’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

  • Executive’s Representations Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or 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 (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Subscriber's Representations and Warranties Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:

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