Common use of Representations and Acknowledgements Clause in Contracts

Representations and Acknowledgements. x. Xxxxx hereby represents and warrants to WUC that (i) the execution, delivery and performance of this Agreement by Xxxxx does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Xxxxx is a party or by which he is bound and that Xxxxx 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 Xxxxx from entering into this Agreement or impair Xxxxx’x ability to perform all of Xxxxx’x duties and obligations hereunder, (ii) Xxxxx is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original Agreement, (iii) Xxxxx shall not use any confidential information or trade secrets of any third party in connection with the performance of his duties hereunder, and (iv) this Agreement constitutes the valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms. Xxxxx acknowledges and agrees that the provisions of Sections 4, 5, or 6 are in consideration of: (i) Xxxxx’x engagement by WUC and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Xxxxx expressly agrees and acknowledges that the restrictions contained Sections 4, 5, or 7 do not preclude Xxxxx from earning a livelihood, nor do they unreasonably impose limitations on Xxxxx’x ability to earn a living, and that such provisions shall survive the expiration of the Contract Term and the termination of Xxxxx’x services hereunder for any reason in accordance with their terms. In addition, Xxxxx agrees and acknowledges that the potential harm to WUC of its non-enforcement outweighs any harm to Xxxxx of its enforcement by injunction or otherwise. Xxxxx acknowledges that Xxxxx has carefully read this Agreement and has given careful consideration to the restraints imposed upon Xxxxx by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Xxxxx expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. b. WUC hereby represents and warrants to Xxxxx that (i) the execution, delivery and performance of this Agreement by such entity does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Affiliate is a party or by which it or any Affiliate is bound and that no Affiliate is a party to any agreement or understanding, written or oral, or subject to any restriction, which, in either case, could prevent such entity from entering into this Agreement or impair such entity’s ability to perform all of its duties and obligations hereunder, and (ii) this Agreement constitutes the valid and binding obligation of WUC, enforceable against each such entity in accordance with its terms.

Representations and Acknowledgements. x. Xxxxx a. Executive hereby represents and warrants to WUC the Company that (i) the execution, delivery and performance of this Agreement by Xxxxx Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Xxxxx Executive is a party or by which he is bound and that Xxxxx Executive 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 Xxxxx Executive from entering into this Agreement or impair Xxxxx’x Executive’s ability to perform all of Xxxxx’x Executive’s duties and obligations hereunder, (ii) Xxxxx Executive is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original Agreement, (iii) Xxxxx Executive shall not use any confidential information or trade secrets of any third party in connection with the performance of his duties hereunder, and (iv) this Agreement constitutes the valid and binding obligation of XxxxxExecutive, enforceable against Xxxxx Executive in accordance with its terms. Xxxxx Executive also hereby acknowledges and represents that he has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein and intends for such terms and conditions to be binding on and enforceable against Executive. Executive acknowledges and agrees that the provisions of Sections 4, 5, 6 or 6 7 are in consideration of: (i) Xxxxx’x engagement Executive’s employment by WUC the Company and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Xxxxx Executive expressly agrees and acknowledges that the restrictions contained Sections 4, 5, 6 or 7 do not preclude Xxxxx Executive from earning a livelihood, nor do they unreasonably impose limitations on Xxxxx’x Executive’s ability to earn a living, and that such provisions shall survive the expiration of the Contract Employment Term and the termination of Xxxxx’x services Executive’s employment hereunder for any reason in accordance with their terms. In addition, Xxxxx Executive agrees and acknowledges that the potential harm to WUC the Company of its non-enforcement outweighs any harm to Xxxxx Executive of its enforcement by injunction or otherwise. Xxxxx Executive acknowledges that Xxxxx Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Xxxxx Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Xxxxx Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. b. Each of WUC and Black Range hereby represents represent and warrants warrant to Xxxxx Executive that (i) the execution, delivery and performance of this Agreement by such entity does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Affiliate is a party or by which it or any Affiliate is bound and that no Affiliate is a party to any agreement or understanding, written or oral, or subject to any restriction, which, in either case, could prevent such entity from entering into this Agreement or impair such entity’s ability to perform all of its duties and obligations hereunder, and (ii) this Agreement constitutes the valid and binding obligation of WUCeach of WUC and Black Range, enforceable against each such entity in accordance with its terms.

Representations and Acknowledgements. x. Xxxxx (a) The Adviser hereby warrants and represents and warrants to WUC the Sub-Adviser that (i) it has obtained all applicable licenses, permits, registrations and approvals that are required in order to serve an investment adviser to the executionFund and shall continue to keep current such licenses, delivery permits, registrations and performance of approvals for so long as this Agreement by Xxxxx does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Xxxxx is a party or by which he is bound and that Xxxxx 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 Xxxxx from entering into this Agreement or impair Xxxxx’x ability to perform all of Xxxxx’x duties and obligations hereunder, effect; (ii) Xxxxx is not a party it will immediately notify the Sub-Adviser of the occurrence of any event that disqualifies it from serving an investment adviser to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original Agreement, Fund; and (iii) Xxxxx this Agreement has been duly and validly authorized, executed and delivered on behalf of the Adviser and is a valid and binding agreement of the Adviser enforceable in accordance with its terms. (b) The Sub-Adviser hereby warrants and represents to the Adviser that (i) it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, including, but not limited to registration under the Adviser Act, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (ii) it is not use any confidential information prohibited by the Advisers Act or trade secrets other applicable laws and regulations from performing the services contemplated by this Agreement; (iii) it will immediately notify the Adviser of the occurrence of any third party event that would disqualify it from serving in connection its designated capacities with respect to the performance of his duties hereunder, Fund; and (iv) this Agreement constitutes has been duly and validly authorized, executed and delivered on behalf of the Sub-Adviser and is a valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms. Xxxxx acknowledges and agrees that the provisions of Sections 4, 5, or 6 are in consideration of: (i) Xxxxx’x engagement by WUC and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Xxxxx expressly agrees and acknowledges that the restrictions contained Sections 4, 5, or 7 do not preclude Xxxxx from earning a livelihood, nor do they unreasonably impose limitations on Xxxxx’x ability to earn a living, and that such provisions shall survive the expiration agreement of the Contract Term and the termination of Xxxxx’x services hereunder for any reason in accordance with their terms. In addition, Xxxxx agrees and acknowledges that the potential harm to WUC of its nonSub-enforcement outweighs any harm to Xxxxx of its enforcement by injunction or otherwise. Xxxxx acknowledges that Xxxxx has carefully read this Agreement and has given careful consideration to the restraints imposed upon Xxxxx by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Xxxxx expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. b. WUC hereby represents and warrants to Xxxxx that (i) the execution, delivery and performance of this Agreement by such entity does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Affiliate is a party or by which it or any Affiliate is bound and that no Affiliate is a party to any agreement or understanding, written or oral, or subject to any restriction, which, in either case, could prevent such entity from entering into this Agreement or impair such entity’s ability to perform all of its duties and obligations hereunder, and (ii) this Agreement constitutes the valid and binding obligation of WUC, Adviser enforceable against each such entity in accordance with its terms. (c) The Sub-Adviser has reviewed the Registration Statement, and any amendments or supplements thereto, of the Fund as filed with the SEC and represents and warrants that with respect to disclosure about the Sub-Adviser or information relating directly or indirectly to the Sub-Adviser, such Registration Statement, amendment and/or supplement contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact that was required to be stated therein or necessary to make the statements contained therein not misleading.

Representations and Acknowledgements. x. Xxxxx (a) The Adviser hereby warrants and represents and warrants to WUC the Sub-Adviser that (i) it has obtained all applicable licenses, permits, registrations and approvals that are required in order to serve an investment adviser to the executionFund and shall continue to keep current such licenses, delivery permits, registrations and performance of approvals for so long as this Agreement by Xxxxx does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Xxxxx is a party or by which he is bound and that Xxxxx 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 Xxxxx from entering into this Agreement or impair Xxxxx’x ability to perform all of Xxxxx’x duties and obligations hereunder, effect; (ii) Xxxxx is not a party it will immediately notify the Sub-Adviser of the occurrence of any event that disqualifies it from serving as an investment adviser to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original Agreement, Fund; and (iii) Xxxxx this Agreement has been duly and validly authorized, executed and delivered on behalf of the Adviser and is a valid and binding agreement of the Adviser enforceable in accordance with its terms. (b) The Sub-Adviser hereby warrants and represents to the Adviser that (i) it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, including, but not limited to registration under the Advisers Act, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (ii) it is not use any confidential information prohibited by the Advisers Act or trade secrets other applicable laws and regulations from performing the services contemplated by this Agreement; (iii) it will immediately notify the Adviser of the occurrence of any third party event that would disqualify it from serving in connection its designated capacities with respect to the performance of his duties hereunder, Fund; and (iv) this Agreement constitutes has been duly and validly authorized, executed and delivered on behalf of the Sub-Adviser and is a valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms. Xxxxx acknowledges and agrees that the provisions of Sections 4, 5, or 6 are in consideration of: (i) Xxxxx’x engagement by WUC and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Xxxxx expressly agrees and acknowledges that the restrictions contained Sections 4, 5, or 7 do not preclude Xxxxx from earning a livelihood, nor do they unreasonably impose limitations on Xxxxx’x ability to earn a living, and that such provisions shall survive the expiration agreement of the Contract Term and the termination of Xxxxx’x services hereunder for any reason in accordance with their terms. In addition, Xxxxx agrees and acknowledges that the potential harm to WUC of its nonSub-enforcement outweighs any harm to Xxxxx of its enforcement by injunction or otherwise. Xxxxx acknowledges that Xxxxx has carefully read this Agreement and has given careful consideration to the restraints imposed upon Xxxxx by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Xxxxx expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. b. WUC hereby represents and warrants to Xxxxx that (i) the execution, delivery and performance of this Agreement by such entity does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Affiliate is a party or by which it or any Affiliate is bound and that no Affiliate is a party to any agreement or understanding, written or oral, or subject to any restriction, which, in either case, could prevent such entity from entering into this Agreement or impair such entity’s ability to perform all of its duties and obligations hereunder, and (ii) this Agreement constitutes the valid and binding obligation of WUC, Adviser enforceable against each such entity in accordance with its terms. (c) The Sub-Adviser has reviewed the Registration Statement, and any amendments or supplements thereto, of the Fund as filed with the United States Securities and Exchange Commission and represents and warrants that with respect to disclosure about the Sub-Adviser or information relating directly or indirectly to the Sub-Adviser, such Registration Statement, amendment and/or supplement contains, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact that was required to be stated therein or necessary to make the statements contained therein not misleading.

Representations and Acknowledgements. x. Xxxxx a. Executive hereby represents and warrants to WUC the company that (i) the execution, delivery and performance of this Agreement by Xxxxx Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Xxxxx Executive is a party or by which he is bound and that Xxxxx Executive 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 Xxxxx Executive from entering into this Agreement or impair Xxxxx’x Executive’s ability to perform all of Xxxxx’x Executive’s duties and obligations hereunder, (ii) Xxxxx Executive is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original Agreement, (iii) Xxxxx Executive shall not use any confidential information or trade secrets of any third party in connection with the performance of his duties hereunder, hereunder and (iv) this Agreement constitutes the valid and binding obligation of XxxxxExecutive, enforceable against Xxxxx Executive in accordance with its terms. Xxxxx Executive also hereby acknowledges and represents that he has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein and intends for such terms and conditions to be binding on and enforceable against the Executive. Executive acknowledges and agrees that the provisions of Sections sections 4, 5, 6 or 6 7 are in consideration of: (i) Xxxxx’x engagement Executive’s employment by WUC the Company and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Xxxxx Executive expressly agrees and acknowledges that the restrictions contained in Sections 4, 5, 6, or 7 do not preclude Xxxxx Executive from earning a livelihood, nor do they unreasonably impose limitations on Xxxxx’x Executive’s ability to earn a living, and that such provisions shall survive the expiration of the Contract Employment Term and the termination of Xxxxx’x services Executive’s employment hereunder for any reason in accordance with their terms. In addition, Xxxxx Executive agrees and acknowledges that the potential harm to WUC the Company of its non-enforcement outweighs any harm to Xxxxx Executive of its enforcement by injunction or otherwise. Xxxxx Executive acknowledges that Xxxxx Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Xxxxx Executive by this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Xxxxx Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period period, and geographical area. b. Each of WUC and Black Range hereby represents represent and warrants warrant to Xxxxx Executive that (i) the execution, delivery and performance of this Agreement by such entity does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Affiliate is a party or by which it or any Affiliate is bound and that no Affiliate is a party to any agreement or understanding, written or oral, or subject to any restriction, which, in either case, could prevent such entity from entering into this Agreement or impair such entity’s ability to perform all of its duties and obligations hereunder, and (ii) this Agreement constitutes the valid and binding obligation of WUCeach of WUC and Black Range, enforceable against each such entity in accordance with its terms.