Representations and Acknowledgments. The parties hereto make the following representations and acknowledgments:
(a) Neither the Units, nor the underlying securities shall, upon issuance, have been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or securities laws.
(b) Upon issuance, the Units and the underlying securities shall constitute "restricted securities" as that term is defined in Rule 144 under the Act.
(c) Following issuance, neither the Units nor the underlying securities may be sold or transferred for value without registration under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities laws.
(d) Following its formation and the issuance of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws.
(e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS."
(f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person.
(g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities.
(h) By execution of this Agreement, the parties hereto agree to execute and deli...
Representations and Acknowledgments. Each party to this Agreement represents, warrants and certifies to the other that: (a) it has full power and authority and the legal right to enter into and perform this Agreement without the consent of any other person or entity; and (ii) that this Agreement constitutes the legal, valid and binding obligation of such party and is enforceable against it in accordance with its terms. Licensee hereby represents and warrants that it has and shall maintain all such licenses, authorizations, permits or other approvals of any local, state or federal governmental authority for the provision of its services to its clients and that it shall comply with all applicable laws, rules and regulations in its performance of such services.
Representations and Acknowledgments. 6.1. USPS represents that it is the sole owner of the Intellectual Property Rights in the Service Materials and the USPS Trademarks.
6.2. Licensee agrees and acknowledges that USPS is the sole owner of the Intellectual Property Rights in the Service Materials, including the NCOALink Product, and any subsequent revisions thereof or improvements thereon.
Representations and Acknowledgments. Each party to this Agreement represents, warrants and certifies to the other that: (a) it has full power and authority and the legal right to enter into and perform this Agreement without the consent of any other person or entity and that this Agreement constitutes the legal, valid and binding obligation of the representing party and is enforceable against it in accordance with its terms; (b) the parties are independent contractors and nothing in this Agreement is intended (and this Agreement should not be construed) to create a partnership, joint venture or other common enterprise between CFS and Licensee; (c) this Agreement constitutes the entire agreement of the parties and supersedes all prior discussions, negotiations, proposals and agreements between them and Licensee (whether written or oral); (d) any attempt on behalf of Licensee to assign this Agreement without the prior written consent of CFS shall be void; and (e) this Agreement is intended solely for the benefit of the parties and it shall in no event be construed to invest any legal or equitable rights or interests in any other person or entity, whether under a third party beneficiary theory or otherwise.
Representations and Acknowledgments. The Employee hereby represents and warrants to the Employer that the execution, delivery and performance of this Agreement does not violate any provision of any agreement which the Employee has with any former employer (a "Former Employer"). The Employee further acknowledges that to the extent the Employee has an obligation to the Former Employer not to disclose certain confidential information, Employee intends to honor such obligation and that honoring such obligation does not violate the foregoing representations and warranties made by the Employee.
Representations and Acknowledgments. 14.1 Second Party represents and certifies to County that, upon its execution of this Agreement and continuing throughout the term of the Agreement, as may be extended, the following representations are and shall remain true and correct. In the event that any of the following representations becomes untrue at any time, Second Party shall immediately provide written notice to the Contract Administrator:
A. There have been no irregularities involving its management or employees that could have a material effect on Second Party's operations or financial stability.
B. Second Party has committed no violations or possible violations of laws or regulations, the effects of which should be considered by County prior to entering into this Agreement.
C. All material information pertaining to the financial position of Second Party has been disclosed in its records and provided to County.
D. All related party transactions, as defined by generally accepted accounting principles, and related amounts receivable or payable pertaining to the financial position of Second Party have been properly recorded in its records and disclosed to County.
E. Second Party maintains appropriate active license(s), which are all in good standing and have not been revoked or suspended, where Second Party is operating a facility or providing a service where any type of licensure is required, including, but not limited to, under federal, state, county, or other local law.
F. When applicable, Second Party will ensure compliance with the provision(s) of Florida Statutes and all federal and local regulations whenever background screening for employment or a background security check is required by law for employment. Second Party shall maintain these screening requirements and records of same for volunteers and employees based on the population served.
Representations and Acknowledgments. (a) Each Member does hereby represent and warrant by the signing of a counterpart of this Agreement that the Interest acquired by him, her or it was acquired for his, her or its own account, for investment only, and not for the benefit of any other Person, and not for resale to any other Person or future distribution, and that he, she or it has relied solely on the advice of his, her or its personal tax, investment or other advisor(s) in making his, her or its investment decision. The Managers have not made and hereby make no warranties or representations other than those set forth in this Agreement.
(b) Each Member acknowledges and agrees that the firm of Xxxxx Xxxx LLP has represented the Company and not any Member individually. Each Member acknowledges and agrees that such Member has been advised to seek separate counsel with respect to the Company, this Agreement and all matters pertaining thereto.
(c) Each Member who is not an individual represents and warrants that it is duly organized and existing under the laws of its state of organization and that it is in good standing under the laws of its state of organization and the laws of each state in which it is qualified to do business.
Representations and Acknowledgments. Provider represents and certifies to County that, upon its execution of this Agreement and continuing throughout the term of the Agreement, as may be extended, the following representations are and will remain true and correct. If any of the following representations become false, Provider must immediately provide written notice to the Contract Administrator:
Representations and Acknowledgments a. Executive represents and agrees that he will within fourteen days after the Separation Date use reasonable efforts to return to the Company all Company documents and property belonging to the Company, including, but not limited to, any Company-issued laptop, blackberry, keys, card access to the building and office floors, internal policies, work files (both electronic and hard copy) and other confidential business financial information and documents, such as any recordings made of Company meetings as of the Separation Date, provided that Executive may retain any such documents as have been provided to lenders to or equityholders of the Company Group. Notwithstanding the foregoing, (i) with respect to documents in locations other than Executive’s Arizona and Georgia residences, the deadline pursuant to the preceding sentences shall be extended to fourteen days after his next visit to such locations and (ii) Executive shall be entitled to retain his personal documents, documents concerning various agreements between him and the Company Group, and financial information of the sort provided to lienholders pursuant to that certain Second Lien Term Loan Credit Agreement dated as of February 29, 2012. Should Executive subsequently locate any of the materials identified in the first sentence of this Section 8(a), he shall promptly return them to the Company. The Company shall return Executive’s laptop computer to him once the laptop has been processed in accordance with the Company’s customary procedures and shall assist Executive in facilitating the transfer to Executive of (a) his cellular telephone number (000-000-0000) and (b) his computer aircard account, in each case at Executive’s sole expense. The Executive represents and warrants that he has not misappropriated or willfully retained any computer data or information in violation of the Company’s applicable policies.
b. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period.
c. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY (AND HAS IN FACT CONSULTED WITH HIS ATTORNEY), AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RI...
Representations and Acknowledgments. (a) Consultant acknowledge that the foregoing restrictions will not prevent Consultant from obtaining gainful engagements in his occupation or field of expertise or cause Consultant undue hardship; and that there are numerous other employment and business opportunities available to Consultant that are not affected by the foregoing restrictions. Consultant further acknowledge that the foregoing restrictions are reasonable and necessary in order to protect the Company’s and its Affiliates’ legitimate interest, and that any violation thereof would result in serious and irreparable injury to the Company and/or its Affiliates.
(b) Consultant agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement.
(c) Consultant represents that he has not entered into, and agrees that he will not enter into, any oral or written agreement in conflict with this Agreement.
(d) Consultant acknowledges and represents that Consultant has been given the opportunity to discuss this Agreement with his own legal counsel and have availed himself of that opportunity to the extent Consultant wish to do so.
(e) Consultant acknowledges that new fair and valuable consideration has been given by the Company and received by Consultant including being engaged by the Company. Such consideration being adequate and sufficient to bind Consultant to all of the covenants made by Consultant under this Agreement.
