Common use of Representations and Warranties of Executive Clause in Contracts

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. Executive is not subject to any order, decree, or decision precluding his from performing his duties as described herein. e. Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, and without coercion.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. Executive’s 's performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. All information furnished by Executive to the Company is to the best of Executive’s 's knowledge, true and complete (including, without limitation, documentary evidence of Executive’s 's identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. Executive is not subject to any order, decree, or decision precluding his from performing his duties as described herein. e. Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, and without coercion.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (e) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that his employment is contingent upon a clearance of such a background investigation and/or reference check.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (e) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has provided the full right Company with copies of the agreements evidencing his employment relationship with his present employer (“Telefonica Employment Agreements”); (b) With respect to enter into this Agreement and perform all duties hereunderagreements with his employers other than Telefonica, and the Executive makes the following representations: (i) Executive has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or (ii) Executive has the full right to enter into this Agreement, and there is nothing which would prevent Executive him from using his best efforts in the performance of his duties hereunder. under this Agreement, (iii) Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. , and (iv) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) The Executive has not disclosed any trade secrets, customer lists, confidential information, or proprietary information of any of his prior employers to the Company, and has been instructed by the Company not to make any such disclosure in the future, and not to use such information in any way in carrying out his duties and responsibilities as a Company executive. (d) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (e) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (f) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (g) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (e) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that his employment by the Company is contingent upon a clearance of such a background investigation and/or reference check.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is is, to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (e) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that his employment is contingent upon a clearance of such a background and/or reference check.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, hereunder and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (e) Executive declares that (i) he has read and understands all the terms of this Agreement; that (ii) he has had ample opportunity to review it with his attorney before signing it; that (iii) no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that (iv) it contains the entire Agreement between the parties; and that (v) he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that his employment is contingent upon a clearance of such a background investigation and/or reference check.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder. Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his duties as described herein. e. (e) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) As of the date hereof, Executive is not engaged in any activities that would be prohibited under Section 8(a) herein. (g) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that his employment by the Company is contingent upon a clearance of such a background investigation and/or reference check.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his her best efforts in the performance of his her duties hereunder. Executive has fulfilled all of his her obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his her duties as described herein. e. (e) Executive declares that he she has read and understands all the terms of this Agreement; that he she has had ample opportunity to review it with his her attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he she enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that her employment is contingent upon a clearance of such a background investigation and/or reference check.

Representations and Warranties of Executive. The Executive represents and warrants to the Company as follows: a. (a) Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his his/her best efforts in the performance of his his/her duties hereunder. Executive has fulfilled all of his his/her obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto. b. (b) Executive’s performance hereunder shall not constitute a default under any contract or other commitment to which the Executive is bound. c. (c) All information furnished by Executive to the Company is to the best of Executive’s knowledge, true and complete (including, without limitation, documentary evidence of Executive’s identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record. d. (d) Executive is not subject to any order, decree, decree or decision precluding his him from performing his his/her duties as described herein. e. (e) Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his his/her attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; Agreement that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, knowingly and without coercion. (f) Executive acknowledges that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. By executing this Agreement, Executive authorizes the Company to conduct such an investigation. Executive further acknowledges that his/her employment is contingent upon a clearance of such a background investigation and/or reference check.