Executive’s Warranties. Executive expressly warrants that he has carefully read and fully understands all the provisions of this Agreement and is hereby advised by the Company to consult with an attorney of his own choosing in deciding whether to sign this Agreement.
Executive’s Warranties. Executive represents and warrants to the Company:
(a) that he has full power and authority to enter into this Agreement,
(b) that he is not subject or a party to any employment agreement, non-competition covenants, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit Executive from executing this agreement and performing fully his duties and responsibilities hereunder, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Executive by the Company,
(c) that he will indemnify the Company and hold it harmless from and against any and all such claims, charges or liabilities, including reasonable attorneys' fees, incurred by the Company in connection with (a) and (b) above,
(d) his experience and capabilities are such that the restrictions contained herein will not prevent him from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by him, and
(e) Executive has, prior to the execution of this Agreement, reviewed this Agreement thoroughly with his legal counsel.
Executive’s Warranties. Throughout the term of this Agreement and for a period of one (1) year thereafter, the Executive agrees he will not, without obtaining Company’s prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with any Company business or product, including products in the development stage, accept employment or provide services to (including service as a member of a board of directors), or establish a business in competition with Company in the territories in which the Company operates. All intellectual properties and formulas created by Executive shall be property of the Company, and stored in a secure data room provided by the Company. Executive shall perform his obligations under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of the Company or any third party.
Executive’s Warranties. The Executive warrants and covenants that in the event a Change of Control occurs during the term of this Agreement, he will remain in the employ of the Cooperative until the earlier of the following: (i) one (1) year from the date upon which the Cooperative becomes aware of such Change of Control; (ii) the date of a Change of Control; (iii) the date of termination by the Executive of the Executive's employment for Good Reason, or by reason of death, Disability, or retirement, or (iv) the termination by the Cooperative of the Executive's employment for any reason. The Executive further agrees that subsequent to his period of employment with the Cooperative, the Executive will not at any time communicate or disclose to any unauthorized person, without the written consent of the Cooperative, any proprietary processes of the Cooperative or other confidential information concerning its business, affairs, products, suppliers, or customers, which, if disclosed would have a material adverse effect upon the business or operations of the Cooperative taken as a whole, it being understood, however, that the obligations under this Section shall not apply to the extent that the aforesaid matters (a) are disclosed in circumstances where the Executive legally is required to do so or (b) become generally known to, and available for use by, the public otherwise than by the Executive's wrongful act or omission.
Executive’s Warranties. Throughout the term of this agreement and for a period of one (1) year thereafter, the Executive agrees he will not, without obtaining Company's prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with any Company business or product, including products in the development stage, accept employment or provide services to (including service as a member of a board of directors), or establish a business in competition with Company.
Executive’s Warranties. 13 17 RELEASE...............................................................13 SCHEDULE 1 PARTICULARS OF THE COMPANIES..........................................15 2 SELLERS/SHARES........................................................20 3 SELLERS' COMPLETION OBLIGATIONS.......................................21
Executive’s Warranties. 13.1. Executive represents and warrants to Company that, by entering into this Employment Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him.
13.2. Executive warrants that he is entitled to work in the Netherlands without any additional approvals and will notify Company immediately if he ceases to be so entitled during this Employment Agreement.
Executive’s Warranties. The Executive, having taken independent legal advice, warrants that:
Executive’s Warranties. As a strict condition of receiving the sums under this Agreement, the Executive warrants and represents as follows, as at the date of this Agreement, and acknowledges that the Employer enters into this Agreement in reliance on these warranties:
11.1 The Executive has not retained and will not retain any copies (whether paper copies or copies stored on software storage media) of the documentation and information referred to at clauses 12.1 and 12.2 below, save for documentation and correspondence relating to his Options and accrued pension rights pursuant to the Plans;
11.2 The Executive has not done or failed to do anything amounting to a repudiatory breach of the express or implied terms of the Executive’s employment with the Employer, including without limitation (i) knowing violation of the Hertz Standards of Business Conduct or any similar policy, (ii) facilitated or engaged in, or had knowledge of, any financial or accounting improprieties; (iii) knowingly made any incorrect or false statements in any of his certifications relating to the Employer’s or any Affiliated Company’s filings required under applicable securities laws or management representation letters and the Executive has no knowledge of any incorrect or false statements in respect of the same (in the case of (ii) or (iii) excluding any information provided by a third party auditor in a report to both the Executive and a Board of Directors of the Company or any Affiliated Company), which if the matter had come to the Employer’s attention before the Termination Date would have entitled the Employer to terminate the Executive’s employment summarily or if it had been done or omitted after the date of the Agreement would have constituted a breach of any of its terms;
11.3 There are no matters of which the Executive is aware relating to any act or omission by the Executive or by any director, officer, employee or agent of the Employer or any Affiliated Company which if disclosed to the Employer would or might affect the Employer’s decision to enter into this Agreement or which has not been disclosed to the Employer;
11.4 The Executive has not issued proceedings before the employment tribunals, High Court or County Court or any other judicial body in any jurisdiction in respect of any claim in connection with the Executive’s employment or its termination and the Executive undertakes that, save where clause 13.2 applies, neither the Executive nor anyone acting on the Executive’s behalf will prese...
Executive’s Warranties. 16.1 Each of the Executives warrants in his capacity as director or employee of one or more of the Companies that to the extent that he has in such capacity been concerned in the provision, in the course of 2002 and 2003, of information to the Sellers relating to the Companies he has not:
(a) knowingly or recklessly made false statements of fact to Sellers material to their decision to sell the Companies in order to induce the Sellers to make that sale; and
(b) knowingly concealed:
(i) the existence of any asset, right or benefit (outside those in or actually, or expected to be, created by the MBO itself) which if disclosed would reveal that the collective financial condition of the Companies is significantly better than that which is apparent or implicit in the information actually provided to or known to the Sellers or any of them or their directors; and
(ii) any approach or business opportunity (outside those in or actually, or expected to be, created by the MBO itself) which, if the MBO did not proceed, could reasonably have enabled the Sellers to realise significantly greater value and benefit for the TGL Group overall than that which is apparent or implicit in the information actually provided to or known to the Sellers or any of them or their directors.
16.2 Each of the Executives warrants that he is not aware at the date of this Agreement of any subsisting debt by any of the Companies to the Sellers and their subsidiaries which has not been disclosed to the Sellers.
16.3 The Executives' Warranties shall continue in full force and effect notwithstanding Completion.
