Representations; Acknowledgements. By signing below and completing and returning the Acceptance Form, you hereby represent and warrant to Newco and Biomet that:
(i) you have the requisite power, authority and capacity to execute this Agreement and to deliver or cause to be delivered the Rollover Shares, to perform your obligations under this Agreement and to consummate the transactions contemplated hereby;
(ii) none of (A) you, (B) your spouse, child or other family member, (C) any member of your household, (D) any person who is financially dependent on you or (E) any other holder of any Biomet security that you could be deemed to beneficially own for purposes of the Securities Exchange Act of 1934, as amended (i.e., because you benefit or have the opportunity to benefit from the holder’s ownership of the security or because you exercise some influence over the purchase, sale or voting of the security) has (x) tendered in the Offer (as defined in the Merger Agreement) any Biomet security or (y) directed any trustee to tender in the Offer any Biomet security that is held in trust for the benefit of any person listed in clauses (A) through (E) of this paragraph (ii) (including but not limited to any security held through a 401(k) plan);
(iii) the Acceptance Form has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, except to the extent that such validly binding effect and enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally;
(iv) the Shares are being acquired for your own account, for investment purposes only and not with a view to or in connection with any distribution, reoffer, resale, public offering or other disposition thereof not in compliance with the Securities Act of 1933, as amended (the “Securities Act”), as may be amended from time to time, or any applicable United States federal or state securities laws or regulations;
(v) you possess expertise, knowledge, and sophistication in financial and business matters generally, and in the type of transaction in which Biomet and Newco propose to engage in particular;
(vi) you have had access to all of the information and individuals with respect to the Shares and your investment that you deem necessary to make a complete evaluation thereof;
(vii) you have had an opportunity to consult an independent tax and legal adviso...
Representations; Acknowledgements. Each Party represents and warrants that it has made no contract or commitment and has granted no license or other agreement in conflict with the terms hereof.
1.1. Each party shall indemnify, defend and hold harmless the other party, and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any breach or alleged breach of the warranties set forth in this Agreement and that it maintains adequate insurance coverage regarding the same.
Representations; Acknowledgements. Producer acknowledges, warrants and represents that Producer is entirely responsible for (a) all expenses and costs of creating the Show and licensing any intellectual property contained in Show; (b) bringing the Show into a form that is immediately ready for broadcast by NECAT; (c) securing all licenses, releases, clearances and other rights as may be required for inclusion of any copyrighted content or other intellectual property in the Show, including, but not limited to: Music Licenses, Trademark Licenses, Copyright Licenses, Appearance Releases; and Location Releases. Producer represents and warrants that: (a) there is no legal, contractual, or other impediment to the lawful and free broadcast of the Show, that Producer will comply with all Federal, State and Local Laws and Regulations concerning the creation of the Show; (b) Producer has made no contract or commitment and has granted no license or other agreement in conflict with the terms hereof; (c) Producer has or will obtain, at its sole cost and expense, all rights necessary to enter into this Agreement and to permit the exercise by NECAT of the rights herein; (d) the Show contains no defamatory statements and in no way infringes upon or violates any copyright, trademark, publicity right, intellectual property right, or any proprietary rights of any third parties; (e) the Show shall not, in whole or in part, depict, demonstrate or discuss products, services or businesses with the intent or substantial effect of monetarily benefiting an individual, organization, agency or business; (f) Producer shall not produce and submit Show that contains commercial content (for example: discussion of products with an intent to encourage sales, identification of prices, direct calls to action, etc.); and (g) the Show follows all NECAT rules listed in the NECAT document titled How To Get Your Show Approved. Producer acknowledges that NECAT may seek underwriting and/or sponsorship for any and all programming, and that Producer is not entitled to any proceeds from said underwriting or sponsorship. Producer believes and hereby represents to NECAT that the Show meets the above criteria. Should NECAT determine, in its sole discretion, that the Show does not meet the above criteria, NECAT shall have the right to decline to broadcast or promote the same, in its sole discretion. NECAT’s decision in these matters is final. NECAT is hereby granted the authority to remove or require edits to the Show for broadcast, as nee...
Representations; Acknowledgements. (a) The Employee hereby represents and warrants to the Company that (i) the Employee is entering into this Agreement voluntarily and that the performance of the Employee’s obligations hereunder will not violate any agreement between the Employee and any other person, firm, organization or other entity, and (ii) the Employee is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by the Employee’s entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.
(b) The Employee hereby acknowledges and agrees that none of (i) the Employee’s termination of employment with Demand upon the Effective Date, (ii) the Employee’s transfer to or commencement of employment with the Company upon the Effective Date, (ii) the parties’ entrance into or performance under this Agreement, (iii) the consummation of the Distribution or (iv) any action taken by Demand or the Company in furtherance of any of the foregoing shall constitute a termination without “cause” or for “good reason” or any other constructive or involuntary termination under the Demand Agreement or any other agreement (including without limitation any equity award agreement) or otherwise entitle the Employee to any severance, termination or separation pay or benefits or any accelerated vesting or payment of any award or amount.
Representations; Acknowledgements. (a) The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing the Employee’s material duties and obligations hereunder. The Company represents and warrants to the Employee that it is duly authorized to enter into this Agreement and to perform all of its obligations in accordance with its terms.
(b) The Employee acknowledges and agrees that neither the entry into this Agreement, nor the changes to the Employee’s Base Salary, Target Bonus and/or Target LTIP (including the time-vesting and performance-vesting mix of such long-term incentive awards) set forth herein, shall constitute (i) Good Reason for purposes of the Prior Employment Agreement or any outstanding equity award held by the Employee as of the Effective Date or (ii) a breach of the Prior Employment Agreement, any award agreement evidencing an outstanding equity award held by the Employee as of the Effective Date or of the Company or its affiliates’ material obligations to the Employee.
Representations; Acknowledgements. Executive represents that (a) 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 agreement or order to which Executive is party or bound, (b) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person, (c) this Agreement shall be the valid and binding obligation of Executive enforceable in accordance with its terms, and (d) Executive has been advised by the Company to consult Executive’s own legal counsel with respect to this Agreement, including Article III and has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel. Executive acknowledges that the Company may, at its discretion, apply for and procure, for its own benefit, life and disability insurance on Executive, and Executive shall cooperate in as may be reasonably necessary to obtain such insurance. The obligations of the Company hereunder are subject to completion of a customary background check and satisfactory reports from Executive’s referrals.
Representations; Acknowledgements. Producer acknowledges, warrants and represents that Producer is entirely responsible for (a) all expenses and costs of creating the Show and licensing any intellectual property contained in Show; (b) bringing the Show into a form that is immediately ready for broadcast by NECAT; (c) securing all licenses, releases, clearances and other rights as may be required for inclusion of any copyrighted content or other intellectual property in the Show, including, but not limited to: Music Licenses, Trademark Licenses, Copyright
Representations; Acknowledgements. By signing below and completing and returning the Acceptance Form, you hereby represent and warrant to Newco and Sabre that:
(i) you have the requisite power, authority and capacity to execute this Agreement and to deliver or cause to be delivered the Rollover Shares, to perform your obligations under this Agreement and to consummate the transactions contemplated hereby;
(ii) the Acceptance Form has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, except to the extent that such validly binding effect and enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally;
(iii) the Shares are being acquired for your own account, for investment purposes only and not with a view to or in connection with any distribution, reoffer, resale, public offering or other disposition thereof not in compliance with the Securities Act of 1933 (the “Securities Act”), as may be amended from time to time, or any applicable United States federal or state securities laws or regulations;
(iv) you are an “accredited investor”, as defined in Rule 501(a) under the Securities Act, which means you are:
a. A person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000; OR
b. A person whose income exceeded $200,000 in each of the two most recent years, or joint income with your spouse exceeded $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in this year;
(v) you possess such expertise, knowledge, and sophistication in financial and business matters generally, and in the type of transaction in which Sabre and Newco propose to engage in particular;
(vi) you have had access to all of the information and individuals with respect to the Shares and your investment that you deem necessary to make a complete evaluation thereof;
(vii) you have had an opportunity to consult an independent tax and legal advisor and your decision to acquire the interest for investment has been based solely upon your evaluation;
(viii) you are aware that the Internal Revenue Service (the “IRS”) or other relevant taxing authority may take a position regarding the rollover contemplated in this Agreement and/or the tax classification of Newco and the Shares contrary to that intended by Newco as provided in this Agreement an...
Representations; Acknowledgements. By executing this Agreement, you represent to us, and acknowledge your understanding of, the following:
Representations; Acknowledgements. Owner represents that Owner is the owner of the Property or has the authority to execute this contract. Owner acknowledges Owner has READ, UNDERSTANDS, ACCEPTS and has received a copy of the Agreement.
