Common use of Representations and Warranties of the Executive Clause in Contracts

Representations and Warranties of the Executive. The Executive represents and warrants to the Employer as follows: (a) The Executive has had the opportunity to consult legal counsel of his or her own selection about this Agreement and understands and voluntarily agrees to the provisions of this Agreement. (b) The Executive is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement. (c) The Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Executive from performing the services to the Employer that the Executive has agreed to provide hereunder. (d) This Agreement has been duly executed and delivered by the Executive, and constitutes the legal, valid and binding obligations of the Executive, enforceable against the Executive in accordance with its terms. (e) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (f) The Executive hereby acknowledges that Executive: (i) has had such opportunity as the Executive has deemed adequate to obtain from representatives of the Employer such information as is necessary to permit the Executive to evaluate the merits and risks of the Executive’s acquisition of shares of INVU Common Stock hereunder; (ii) has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of such shares of INVU Common Stock and to make an informed investment decision with respect thereto; (iii) has had access to and has reviewed all publicly available documents and records relating to the Employer, including, but not limited to, the Employer’s Annual Report on SEC Form 10-K for the year ended December 31, 2020, and any Quarterly Report on SEC Form 10-Q, or Current Report on SEC Form 8-K, filed with the SEC after December 31, 2020 and before the Effective Date (collectively, the “Employer SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Shares; and (iv) can afford the complete loss of the value of the shares of INVU Common Stock and is able to bear the economic risk of holding the shares of INVU Common Stock for an indefinite period. (g) The Executive is acquiring the shares of INVU Common Stock for investment for the Executive’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. The Executive does not have any present intention to transfer the shares of INVU Common Stock to any third party. (h) The Executive understands that the shares of INVU Common Stock have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Executive’s investment intent as expressed herein. (i) The Executive further acknowledges and understands that the shares of INVU Common Stock are being issued as restricted securities and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Executive further acknowledges and understands that the Employer is under no obligation to register shares of INVU Common Stock under the Securities Act. (j) The Executive understands that the certificate(s) or book entry notation(s) evidencing the shares of INVU Common Stock will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Employer. (k) As of the Effective Date, Executive is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”).

Appears in 4 contracts

Samples: Employment Agreement (Investview, Inc.), Employment Agreement (Investview, Inc.), Employment Agreement (Investview, Inc.)

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Representations and Warranties of the Executive. The In connection with the awarding of the RSU’s hereunder, the Executive represents makes the following representations and warrants warranties to the Employer as followsof the Effective Date: (a) The Executive has had hereby acknowledges and agrees that the opportunity to consult legal counsel Employer is in the early-stages of his or her own selection about this Agreement the development of its business plan, and understands and voluntarily agrees to the provisions offers no assurances of this Agreement. (b) success. The Executive is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement. (c) The Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Executive from performing the services to the Employer that the Executive has agreed to provide hereunder. (d) This Agreement has been duly executed and delivered by the Executive, and constitutes the legal, valid and binding obligations of the Executive, enforceable against the Executive in accordance with its terms. (e) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (f) The Executive hereby acknowledges that Executive: (i) has had such opportunity as the Executive has deemed adequate to obtain from representatives of the Employer such information as is necessary to permit the Executive to evaluate the merits and risks of the Executive’s acquisition of shares of INVU Common Stock hereunder; (ii) the RSU’s. The Executive has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of such shares of INVU Common Stock the RSU’s and to make an informed investment decision with respect thereto; (iii) has had access to and has reviewed all publicly available documents and records relating to the Employer, including, but not limited to, the Employer’s Annual Report on SEC Form 10-K for the year ended December 31, 2020, and any Quarterly Report on SEC Form 10-Q, or Current Report on SEC Form 8-K, filed with the SEC after December 31, 2020 and before the Effective Date (collectively, the “Employer SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Shares; and (iv) . The Executive can afford the complete loss of the value of the shares of INVU Common Stock RSU’s and is able to bear the economic risk of holding the shares of INVU RSU’s or the Common Stock issued in settlement of such RSU’s, for an indefinite period. (gb) The Executive is acquiring the shares of INVU Common Stock these securities for investment for the Executive’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. The Executive does not have any present intention to transfer the shares of INVU RSU’s or the Common Stock issued in settlement of such RSU’s, to any third party. (hc) The Executive understands that the shares of INVU RSU’s and the Common Stock issued in settlement of such RSU’s, have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Executive’s investment intent as expressed herein. (id) The Executive further acknowledges and understands that the shares of INVU RSU’s and the Common Stock are being issued as restricted securities and in settlement of such RSU’s, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Executive further acknowledges and understands that the Employer is under no obligation to register shares of INVU the RSU’s or the Common Stock under the Securities Act. (j) issued in settlement of such RSU’s. The Executive understands that the certificate(s) or book entry notation(s) evidencing the shares of INVU RSU’s and the Common Stock issued in settlement of such RSU’s, will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Employer. (ke) As of the Effective Date, The Executive is not subject to any familiar with the provisions of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. The Executive understands that the Employer provides no assurances as to whether the Executive will be able to resell any or all of the Common Stock issued in settlement of such RSU’s, pursuant to Rule 144, which rules requires, among other things, that the Employer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (a the Disqualification EventExchange Act”), that resales of securities take place only after the holder has held the RSU’s for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

Appears in 3 contracts

Samples: Employment Agreement (Andina Gold Corp.), Employment Agreement (Redwood Green Corp.), Employment Agreement (Redwood Green Corp.)

Representations and Warranties of the Executive. The In connection with the awarding of the RSU’s pursuant to this Agreement, the Executive represents makes the following representations and warrants warranties to the Employer as followsof the Effective Date: (a) The Executive has had hereby acknowledges and agrees that the opportunity to consult legal counsel Employer is in the early-stages of his or her own selection about this Agreement the development of its business plan, and understands and voluntarily agrees to the provisions offers no assurances of this Agreement. (b) success. The Executive is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement. (c) The Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Executive from performing the services to the Employer that the Executive has agreed to provide hereunder. (d) This Agreement has been duly executed and delivered by the Executive, and constitutes the legal, valid and binding obligations of the Executive, enforceable against the Executive in accordance with its terms. (e) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (f) The Executive hereby acknowledges that Executive: (i) has had such opportunity as the Executive has deemed adequate to obtain from representatives of the Employer such information as is necessary to permit the Executive to evaluate the merits and risks of the Executive’s acquisition of shares of INVU Common Stock hereunder; (ii) the RSU’s. The Executive has sufficient experience in business, financial financial, and investment matters to be able to evaluate the risks involved in the acquisition of such shares of INVU Common Stock the RSU’s and to make an informed investment decision with respect thereto; (iii) has had access to and has reviewed all publicly available documents and records relating to the Employer, including, but not limited to, the Employer’s Annual Report on SEC Form 10-K for the year ended December 31, 2020, and any Quarterly Report on SEC Form 10-Q, or Current Report on SEC Form 8-K, filed with the SEC after December 31, 2020 and before the Effective Date (collectively, the “Employer SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Shares; and (iv) . The Executive can afford the complete loss of the value of the shares of INVU Common Stock RSU’s and is able to bear the economic risk of holding the shares of INVU RSU’s or the Common Stock issued in settlement of such RSU’s, for an indefinite period. (gb) The Executive is acquiring the shares of INVU Common Stock these securities for investment for the Executive’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. The Executive does not have any present intention to transfer the shares of INVU RSU’s or the Common Stock issued in settlement of such RSU’s, to any third party. (hc) The Executive understands that the shares of INVU RSU’s and the Common Stock issued in settlement of such RSU’s, have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Executive’s investment intent as expressed herein. (id) The Executive further acknowledges and understands that the shares of INVU RSU’s and the Common Stock are being issued as restricted securities and in settlement of such RSU’s, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Executive further acknowledges and understands that the Employer is under no obligation to register shares of INVU the RSU’s or the Common Stock under the Securities Act. (j) issued in settlement of such RSU’s. The Executive understands that the certificate(s) or book entry notation(s) evidencing the shares of INVU RSU’s and the Common Stock issued in settlement of such RSU’s, will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Employer. (ke) As of the Effective Date, The Executive is not subject to any familiar with the provisions of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. The Executive understands that the Employer provides no assurances as to whether the Executive will be able to resell any or all of the Common Stock issued in settlement of such RSU’s, pursuant to Rule 144, which rules requires, among other things, that the Employer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (a the Disqualification EventExchange Act”), that resales of securities take place only after the holder has held the RSU’s for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

Appears in 2 contracts

Samples: Employment Agreement (Cryomass Technologies, Inc.), Employment Agreement (Andina Gold Corp.)

Representations and Warranties of the Executive. The In connection with the awarding of the Restricted Shares under the Original Employment Agreement and hereunder, the Executive represents makes the following representations and warrants warranties to the Employer as followsof the Effective Date: (a) The Executive has had hereby acknowledges and agrees that the opportunity to consult legal counsel Employer is in the development stage and offers no assurances of his or her own selection about this Agreement and understands and voluntarily agrees to the provisions of this Agreement. (b) success. The Executive is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement. (c) The Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Executive from performing the services to the Employer that the Executive has agreed to provide hereunder. (d) This Agreement has been duly executed and delivered by the Executive, and constitutes the legal, valid and binding obligations of the Executive, enforceable against the Executive in accordance with its terms. (e) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (f) The Executive hereby acknowledges that Executive: (i) has had such opportunity as the Executive has deemed adequate to obtain from representatives of the Employer such information as is necessary to permit the Executive to evaluate the merits and risks of the Executive’s acquisition of shares of INVU Common Stock hereunder; (ii) the Restricted Shares. The Executive has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of such shares of INVU Common Stock the Restricted Shares and to make an informed investment decision with respect thereto; (iii) has had access to and has reviewed all publicly available documents and records relating to the Employer, including, but not limited to, the Employer’s Annual Report on SEC Form 10-K for the year ended December 31, 2020, and any Quarterly Report on SEC Form 10-Q, or Current Report on SEC Form 8-K, filed with the SEC after December 31, 2020 and before the Effective Date (collectively, the “Employer SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Shares; and (iv) . The Executive can afford the complete loss of the value of the shares of INVU Common Stock Restricted Shares and is able to bear the economic risk of holding the shares of INVU Common Stock Restricted Shares for an indefinite period. (gb) The Executive is acquiring the shares of INVU Common Stock these securities for investment for the Executive’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. The Executive does not have any present intention to transfer the shares of INVU Common Stock Restricted Shares to any third party. (hc) The Executive understands that the shares of INVU Common Stock Restricted Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Executive’s investment intent as expressed herein. (id) The Executive further acknowledges and understands that the shares of INVU Common Stock are being issued as restricted securities and Restricted Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Executive further acknowledges and understands that the Employer is under no obligation to register shares of INVU Common Stock under the Securities Act. (j) Restricted Shares. The Executive understands that the certificate(s) or book entry notation(s) evidencing the shares of INVU Common Stock Restricted Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Employer. (ke) As of the Effective Date, The Executive is not subject to any familiar with the provisions of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. The Executive understands that the Employer provides no assurances as to whether the Executive will be able to resell any or all of the Restricted Shares pursuant to Rule 144, which rules requires, among other things, that the Employer be subject to the reporting requirements of the Securities Exchange Act (a “Disqualification Event”)of 1934, as amended, that resales of securities take place only after the holder has held the Restricted Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

Appears in 1 contract

Samples: Employment Agreement (Armada Water Assets Inc)

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Representations and Warranties of the Executive. The In connection with the awarding of the Restricted Shares under the Original Employment Agreement and hereunder, the Executive represents makes the following representations and warrants warranties to the Employer as followsof the Effective Date: (a) The Executive has had hereby acknowledges and agrees that the opportunity to consult legal counsel Employer is in the development stage and offers no assurances of his or her own selection about this Agreement and understands and voluntarily agrees to the provisions of this Agreement. (b) success. The Executive is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement. (c) The Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Executive from performing the services to the Employer that the Executive has agreed to provide hereunder. (d) This Agreement has been duly executed and delivered by the Executive, and constitutes the legal, valid and binding obligations of the Executive, enforceable against the Executive in accordance with its terms. (e) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (f) The Executive hereby acknowledges that Executive: (i) has had such opportunity as the Executive has deemed adequate to obtain from representatives of the Employer such information as is necessary to permit the Executive to evaluate the merits and risks of the Executive’s acquisition of shares of INVU Common Stock hereunder; (ii) the Restricted Shares. The Executive has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of such shares of INVU Common Stock the Restricted Shares and to make an informed investment decision with respect thereto; (iii) has had access to and has reviewed all publicly available documents and records relating to the Employer, including, but not limited to, the Employer’s Annual Report on SEC Form 10-K for the year ended December 31, 2020, and any Quarterly Report on SEC Form 10-Q, or Current Report on SEC Form 8-K, filed with the SEC after December 31, 2020 and before the Effective Date (collectively, the “Employer SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Shares; and (iv) . The Executive can afford the complete loss of the value of the shares of INVU Common Stock Restricted Shares and is able to bear the economic risk of holding the shares of INVU Common Stock Restricted Shares for an indefinite period. (gb) The Executive is acquiring the shares of INVU Common Stock these securities for investment for the Executive’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. The Executive does not have any present intention to transfer the shares of INVU Common Stock Restricted Shares to any third party. (hc) The Executive understands that the shares of INVU Common Stock Restricted Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Executive’s investment intent as expressed herein. (id) The Executive further acknowledges and understands that the shares of INVU Common Stock are being issued as restricted securities and Restricted Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Executive further acknowledges and understands that the Employer is under no obligation to register shares of INVU Common Stock under the Securities Act. (j) Restricted Shares. The Executive understands that the certificate(s) or book entry notation(s) evidencing the shares of INVU Common Stock Restricted Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Employer. (ke) As of the Effective Date, The Executive is not subject to any familiar with the provisions of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. The Executive understands that the Employer provides no assurances as to whether the Executive will be able to resell any or all of the Restricted Shares pursuant to Rule 144, which rules requires, among other things, that the Employer be subject to the reporting requirements of the Securities Exchange Act (a “Disqualification Event”)of 1934, as amended, that resales of securities take place only after the holder has held the Restricted Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

Appears in 1 contract

Samples: Employment Agreement (Armada Water Assets Inc)

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