Representations and Warranties of Employee. Employee represents and warrants to the Company that (a) Employee is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Employee is under no physical or mental disability that would hinder his performance of duties under this Agreement.
Representations and Warranties of Employee. Employee represents and warrants to the Company that:
(a) Employee’s employment will not conflict with or result in his breach of any agreement to which he is a party or otherwise may be bound;
(b) Employee has not violated, and in connection with his employment with the Company will not violate, any non-solicitation, non-competition or other similar covenant or agreement of a prior employer by which he is or may be bound; and
(c) In connection with Employee’s employment with the Company, he will not use any confidential or proprietary information that he may have obtained in connection with employment with any prior employer.
Representations and Warranties of Employee. Employee represents and warrants to the Company that:
(a) Employee is entering into this Agreement voluntarily and that Employee’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Employee of any agreement to which Employee is a party or by which Employee may be bound;
(b) Employee has not violated, and in connection with Employee’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Employee is or may be bound; and
(c) in connection with Employee’s employment with the Company, Employee will not use any confidential or proprietary information Employee may have obtained in connection with employment with any prior employer.
Representations and Warranties of Employee. Employee represents and warrants that neither the execution nor the performance of this Agreement by Employee will violate or conflict in any way with any other agreement by which Employee may be bound, or with any other duties imposed upon Employee by corporate or other statutory or common law.
Representations and Warranties of Employee. Employee represents that Employee is under no contractual or other restriction inconsistent with the execution of this Agreement, the performance of Employee’s duties hereunder, or the rights of Company. Employee represents that Employee is under no disability that prevents Employee from performing the essential functions of Employee’s position, with or without reasonable accommodation.
Representations and Warranties of Employee. As of the date hereof and at all times during the term hereof, Employee represents and warrants to the Company that (a) Employee has not entered into and is not bound by any agreement, understanding or restriction (including, without limitation, any covenant restricting competition or solicitation or agreement relating to trade secrets or confidential information) with any third party that in any way limits, restricts or would prevent the employment of him by the Company under this Agreement or the full and complete performance by him of all his duties and obligations hereunder; and (b) the execution of this Agreement by him and the employment of him by the Company under this Agreement will not result in, or constitute a breach of, any term or condition of any other agreement, instrument, arrangement or understanding between him and any third party, or constitute (or, with notice or lapse of time, or both, would constitute) a default, breach or violation of any such agreement, instrument, arrangement or understanding, or which would accelerate the maturity of any duty or obligation of him thereunder.
Representations and Warranties of Employee. (a) In order to induce the Company to enter into this Agreement, Employee hereby represents and warrants to the Company as follows:
(i) Employee has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of his obligations hereunder; (ii) the execution and delivery of this Agreement by Employee and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and (iii) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services.
(b) Employee hereby agrees to indemnify and hold harmless the Company from and against any and all losses, costs, damages and expenses (including, without limitation, its reasonable attorneys' fees) incurred or suffered by the Company resulting from any breach by Employee of any of his representations or warranties set forth in Paragraph 15(a) hereof.
Representations and Warranties of Employee. In connection with the issuance of the Employee Units hereunder, Employee represents and warrants to the Company as of the date hereof as follows:
(a) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Employee Units. Employee has reviewed, or has had an opportunity to review a copy of the LLC Agreement.
(b) Each of this Agreement and the LLC Agreement constitutes the legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement and the LLC Agreement by Employee does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Employee is a party or any judgment, order, or decree to which Employee is subject.
(c) As a condition precedent to the issuance of the Employee Units pursuant to this Agreement, Employee shall execute and deliver to the Company and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). Employee understands that under Section 83(b) of the Code, the Treasury regulations promulgated thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and 2001-43), in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of the Employee Units on the date on which any forfeiture restrictions applicable to such Employee Units lapse over the price paid for such units is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability, the repurchase and forfeiture provisions and the vesting conditions imposed under Section 5 and Section 6 hereof. Employee understands that (i) in making the 83(b) Election, Employee may be taxed at the time the Employee Units are acquired hereunder to the extent the fair market value of the Employee Units exceeds the purchase price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days after the date upon which the Employee Units were issued to Employee hereunder. Employee hereby acknowledges that: (x) the foregoing...
Representations and Warranties of Employee. The Executive represents and warrants to the Company that (a) he is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder; and (b) he is under no physical or mental disability that would hinder his performance of duties under this Agreement.
Representations and Warranties of Employee. Employee hereby represents and warrants to the Corporation that:
