Representations and Warranties by Employee. Employee represents and warrants to the Company that the execution and delivery by Employee of this Agreement do not, and the performance by Employee of Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Employee or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.
Representations and Warranties by Employee. Employee hereby represents and warrants, the same being part of the essence of this Agreement, that, as of the Commencement Date, he is not a party to any agreement, contract or understanding, and no others facts or circumstances exist, which would in any way restrict or prohibit him from undertaking or performing any or his obligations under this Agreement. The foregoing representation and warranty shall remain in effect throughout the Term.
Representations and Warranties by Employee. Employee hereby warrants and represents that he is not subject to or a party to any restrictive covenants or other agreements that in any way preclude, restrict, restrain or limit him (a) from being an Employee of Company, (b) from engaging in the business of Company in any capacity, directly or indirectly, and (c) from competing with any other persons, companies, businesses or entities engaged in the business of Company.
Representations and Warranties by Employee. Employee hereby represents and warrants to the Company as follows:
5.1. Neither the execution and delivery of this Agreement nor the performance by Employee of his or her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which he or she is bound.
5.2. Employee has the full right, power and legal capacity to enter and deliver this Agreement and to perform his or her duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against him or her in accordance with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement or perform his or her duties and other obligations hereunder.
Representations and Warranties by Employee. Employee represents and warrants to Employer that employment with Employer or the execution and delivery by Employee of this Agreement do not, and the performance by Employee of Employee’s obligations to Employer hereunder or otherwise will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Employee; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement or other covenant to which Employee is a party or by which Employee is or may be bound, including any agreements with former employers regarding non-competition (other than those disclosed to Employer), the protection of confidential information, and non-solicitation of customers or employees, that prohibits, limits, restricts, or otherwise affects Employee’s ability to provide services to Employer or its clients.
Representations and Warranties by Employee. The Employee represents and warrants that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Employee’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.
Representations and Warranties by Employee. In connection with the purchase and sale of the Incentive Units hereunder, Employee represents and warrants to the Company that:
(i) The Incentive Units to be acquired by Employee pursuant to this Agreement shall be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Incentive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws.
(ii) Employee is an employee of the Company or one of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Incentive Units.
(iii) Employee is able to bear the economic risk of his investment in the Incentive Units for an indefinite period of time because the Incentive Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(iv) Employee and his advisers have had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Units as Employee and his advisers have requested and have had full and free access and opportunity to inspect, review, examine and inquire about such other information concerning the Company and its Subsidiaries as they have requested. Employee and his advisers have also reviewed the Operating Agreement and the Plan.
(v) The execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Employee, enforceable in accordance with its terms.
(vi) As of the date of this Agreement, Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any Person other than the Company or one of its Subsidiaries, which would adversely affect his ability to perform his duties on behalf of the Company or one of its Subsidiaries.
(vii) Employee has had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement, the Operating Agreement and...
Representations and Warranties by Employee. (a) Employee hereby represents and warrants to the Corporation as follows:
(i) Neither the execution and delivery of this Agreement nor the performance by Employee of his duties and other obligations hereunder violates or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which he is bound.
(ii) Employee as the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against his in accordance with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement or perform his duties and other obligations hereunder.
(iii) Employee understands that some or all of the stock received by Employee pursuant to section 3(a) (iii) hereof will not be registered under the United States Securities Act of 1933 (the “1933 Act”), and acknowledges that he will be obligated to agree, as a condition to the issuance thereof, that he will acquire such stock for his own account for investment and not with a view to, or for resale in connection with a distribution thereof, and will bear the economic risk of his investment in such stock for an indefinite period of time.
Representations and Warranties by Employee. (a) Employee represents and warrants to Employer that the execution and delivery by Employee of this Agreement do not, and the performance by Employee of Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Employee; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.
(b) Employee further represents and warrants that the information contained in the [i] resume and [ii] completed Questionnaire for Prospective Officer heretofore furnished by Employee to Employer is true, correct and complete in all material respects as of the date of his signature of this Agreement.
Representations and Warranties by Employee. Employee hereby represents and warrants to the Company that neither the execution or delivery of this Agreement nor the performance by Employee of Employee’s duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which Employee is bound.
