Common use of Executive’s Representations Clause in Contracts

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 that would adversely affect his ability to perform his duties on behalf of the Company 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 an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company Employers that to the best of his knowledge: (ia) 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, ; (iib) Executive is not a party to or bound by any employment agreement, noncompete non-compete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of the Company and entity; (iiic) upon the execution and delivery of this Agreement by the CompanyEmployers, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms; and (d) Executive is authorized to work in the United States without restriction. Executive hereby acknowledges and represents that he has an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 Executive is bound, except as previously disclosed to the Company, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability entity, except as previously disclosed to perform his duties on behalf of the Company Company, 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 Executive has had an opportunity to consult with independent legal counsel regarding his Executive’s rights and obligations under this Agreement and that he Executive fully understands the terms and conditions contained herein.

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 Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete non-compete agreement or confidentiality agreement with any other person person, business or entity that would adversely affect his ability or any agreement or contract requiring Executive to perform his duties on behalf of the Company assign inventions to another party 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 Executive has an opportunity to consult consulted with independent legal counsel regarding his Executive’s rights and obligations under this Agreement and that he Executive fully understands the terms and conditions contained herein.

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, confidentiality agreement or confidentiality agreement other restriction with any other person or entity that entity, which would adversely affect his ability to perform his duties on behalf of the Company be breached by entering into this Agreement 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (ia) the execution, delivery and performance of this Agreement by Executive do does 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, (iib) Executive is not a party to or bound by any employment agreement, noncompete non-compete agreement, confidentiality agreement or confidentiality agreement other restriction with any other person or entity that entity, which would adversely affect his ability to perform his duties on behalf of the Company be breached by entering into this Agreement, and (iiic) 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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) Except for the Existing Employment Agreement (as defined below), Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of other than the Company Company, 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do does not and shall will 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 Executive is boundbound (including any confidentiality or non-disclosure agreement), (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality non-compete or non-solicitation agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of the Company entity; and (iii) upon the execution and delivery of this Agreement by the CompanyCompany and Executive, 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 (or has had an opportunity to consult with with) independent legal counsel regarding his Executive’s rights and obligations under this Agreement and that he Executive fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that 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 non-compete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability except as disclosed to perform his duties on behalf of the Company prior to the date hereof; 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 an opportunity to consult with independent legal counsel regarding understands his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. The Executive hereby represents and --------------------------- warrants to the Company that that; (i) the execution, delivery and performance of this Agreement by the 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 the Executive is a party or by which he the Executive is bound, ; (ii) the Executive is not a party to or bound by any employment agreement, noncompete noncompetition or nonsolicitation agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of besides the Company and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 will 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 that would adversely affect his ability to perform his duties on behalf be violated or breached by the execution, delivery and performance of the Company this Agreement by Executive, 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 that would adversely affect his ability to perform his duties on behalf of the Company 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 had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (ia) 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, (iib) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his in any way limit Executive’s ability to perform fulfill his duties on behalf of obligations to the Company under this Agreement or otherwise, and (iiic) upon the execution and delivery of this Agreement by the CompanySyniverse, 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 an had the opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement by the 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) the Executive is not a party to or bound by any employment agreement, consulting or service agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of the Company 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 an opportunity to consult with independent legal counsel regarding his rights and obligations obligations; under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to Holdings and 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 that would adversely affect his ability to perform his duties on behalf of the Company and (iii) upon the execution and delivery of this Agreement by Holdings and 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants --------------------------- 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 that would adversely affect his ability entity, except pursuant to perform his duties on behalf the terms of the Company Recapitalization Agreement 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 will 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 that would adversely affect his ability (other than the employment agreement described in the recitals to perform his duties on behalf of the Company this agreement) 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 will 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 that would adversely affect his ability to perform his duties on behalf be violated or breached by the execution, delivery and performance of the Company this Agreement by Executive, 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants --------------------------- warrants to the Company that (ia) 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, (iib) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of except the Non- Competition Agreement between Executive and the Company of even date herewith, and (iiic) 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 had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants --------------------------- 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 judgement 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 that which would adversely affect prohibit his ability to perform his duties on behalf of the Company performance under this Agreement 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants --------------------------- 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 entity, except for that would adversely affect his ability to perform his duties on behalf of certain Separation and Release Agreement between Executive and the Company Company, 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 had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that 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 non-compete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability except as disclosed to perform his duties on behalf of the Company prior to the date hereof; 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 an opportunity to consult with independent legal counsel regarding understands his or her rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.. 8 Initial QDI

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 that would adversely affect his ability to perform his duties on behalf of the Company entity, other than an "Employee Agreement" with Datascope Corp. dated December 20, 2003 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (ia) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate violate, or cause a default under any contract, agreement, instrument, order, judgment judgment, or decree to which Executive is a party or by which he is bound, (iib) Executive is not a party to or bound by any employment agreement, noncompete agreement agreement, or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf be violated by the terms of the Company this Agreement, and (iiic) upon the execution and delivery of this Agreement by the CompanyCompany and Executive, 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 that would adversely affect his ability entity, except as otherwise disclosed to perform his duties on behalf of the Company Board 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement and the NDA 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 that would adversely affect his ability except as disclosed in writing to perform his duties on behalf of the Company prior to the date hereof, 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do does not and shall will 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 Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement covenant not to compete or confidentiality agreement with any other person or entity that would adversely affect his ability other than Digital Turbine Media, Inc., a copy of which has been provided to perform his duties on behalf of the Company Company, 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 an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. The Executive hereby represents and --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement by the 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 the Executive is a party or by which he she is bound, ; (ii) the Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his which conflicts with the Executive’s duties on behalf of the Company and responsibilities under this Agreement; 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 an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 will 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 that would adversely affect his ability (other than the employment agreement described in the recitals to perform his duties on behalf of the Company this agreement) 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (ia) 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, (iib) Executive is not a party to or bound by (i) any employment agreement, noncompete agreement with any other person or entity or (ii) any non-compete agreement or confidentiality agreement with any other person or entity that would adversely affect his in any way limit Executive’s ability to perform fulfill his duties on behalf of obligations to the Company under this Agreement or otherwise, and (iiic) upon the execution and delivery of this Agreement by the CompanySyniverse, 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 an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.in

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 that which would adversely affect prohibit his ability to perform his duties on behalf of the Company performance under this Agreement 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

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 Executive 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 that would adversely affect his ability to perform his duties on behalf of the Company (other than as specifically referenced in this Agreement), 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 Executive has had an opportunity to consult with independent legal counsel regarding his Executive's rights and obligations under this Agreement and that he Executive fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (i) the Executive’s 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 that would adversely affect his ability to perform his duties on behalf other than RCN Corporation, TiVo Inc. and the United Way of the Company America 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 an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (ia) 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, (iib) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of except the Non-Competition Agreement between Executive and the Company dated August 14, 2000, and (iiic) 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 had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (ia) 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, (iib) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability to perform his duties on behalf of except the Non- Competition Agreement between Executive and the Company of even date herewith, and (iiic) 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 had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that 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 or she is bound, ; (ii) Executive is not a party to or bound by any employment agreement, noncompete non-compete agreement or confidentiality agreement with any other person or entity that would adversely affect his ability except as disclosed to perform his duties on behalf of the Company prior to the date hereof; 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 an opportunity to consult with independent legal counsel regarding or she understands his or her rights and obligations under this Agreement and that he or she fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment judgement 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 that would adversely affect his ability to perform his duties on behalf be violated or breached by the execution, delivery and performance of the Company this Agreement by Executive, 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 an opportunity to consult consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do does not and shall will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to by which Executive is a party or by which he is bound, (ii) except as disclosed to the Company prior to the execution of this Agreement, Executive is not a party to or bound by any employment agreement, noncompete confidentiality or non-disclosure agreement, non-compete or non-solicitation agreement or confidentiality agreement with any other person agreement that could prohibit or entity that would adversely affect his ability restrict the provision by Executive of her services to perform his duties on behalf of the Company Company; and (iii) upon the execution and delivery of this Agreement by the CompanyCompany and Executive, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he she has consulted with (or has had an opportunity to consult with with) independent legal counsel regarding his Executive’s rights and obligations under this Agreement and that he Executive fully understands the terms and conditions contained herein.