Representations by Employee. The Employee represents and warrants that he has full right, power and authority to execute the terms of this Agreement; this Agreement has been duly executed by the Employee and such execution and the performance of this Agreement by the Employee does not result in any conflict, breach or violation of or default under any other agreement or any judgment, order or decree to which the Employee is a party or by which he is bound. The Employee acknowledges and agrees that any material breach of the representations set forth in this Section will constitute Cause under Section 6.
Representations by Employee. Employee represents and agrees that, prior to Employee’s execution of this Release Agreement, Employee has been informed by the Bank and the Company of Employee’s right to consult with legal counsel regarding the terms of this Release Agreement during the 21 day review period in Paragraph B above, that Employee has had the opportunity to discuss the terms of this Release Agreement with legal counsel of Employee’s choosing, and that the Bank and the Company by this writing is encouraging Employee to seek this advice of legal counsel.
Representations by Employee. Employee hereby represents and warrants --------------------------- to the Employer that (i) the Employee's execution and delivery of this Agreement and his performance of his duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under, or to terminate, any other agreement to which Employee is a party or by which he is bound, and (ii) there are no agreements or understandings that would make unlawful Employee's execution or delivery of this Agreement or his employment hereunder.
Representations by Employee. Employee represents and warrants to the Company that (a) Employee has the legal right, power and authority to enter into this Agreement and perform the obligations imposed upon him, (b) there are no legal proceedings pending, or to the knowledge of Employee, threatened against Employee which would in any way adversely affect the performance of the obligations, and (c) Employee is not a party to any restrictive covenant, agreement, contract or instrument which would in any way prohibit Employee from entering into or performing such obligations.
Representations by Employee. (a) Employee represents and warrants to the TRX Parties that Employee has read this Separation Agreement and fully understands the effect hereof, that Employee executes this Separation Agreement of Employee’s own free will and accord for the consideration set forth herein, and that Employee is not relying on any representations whatsoever of TRX, other than those set forth herein, as an inducement to enter into this Separation Agreement.
(b) Employee has had the opportunity to discuss this Separation Agreement with an attorney if Employee so chooses, and Employee has been encouraged by TRX to do so.
(c) Employee further represents and warrants to the TRX Parties that no litigation or other proceeding has been filed or is pending by the Employee Parties against the TRX Parties; that no person or entity other than Employee has or has had any interest in the matters released herein; that Employee has the sole right, capacity, and exclusive authority to execute this Separation Agreement; and that Employee has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations, or causes of action released in the Release.
Representations by Employee. The Employee represents and warrants to the Company that:
i. The Employee’s acceptance of employment under this Agreement with the Company and the performance of the Employee’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Employee is a party or is otherwise bound;
ii. The Employee’s acceptance of employment under this Agreement with the Company and the performance of the Employee’s duties hereunder will not violate any non-solicitation, non-competition, non-disclosure, or other similar covenant or agreement between the Employee and a prior employer of the Employee;
iii. The Employee’s representations to the Company regarding the Employee’s prior employment have been truthful and accurate; and
iv. Employee shall immediately notify the Company of any issues that arise that could conflict with the representations, warranties, and obligations set forth herein, including without limitation, any demands, claims, notices, or requests made by third parties that could adversely impact Employee’s ability to perform services as the [•].
Representations by Employee. Executive represents and warrants that Executive is free to enter into and perform each of the terms and conditions of this Agreement; that Executive is not a party to any confidentiality, non-compete or other agreement that restricts the services that may be rendered by Executive for Company; and that Executive's execution and/or performance of all Executive's obligations under this Agreement does not and will not violate or breach any other agreement between Executive and any other person or entity. Executive acknowledges that but for this representation and warranty, Company would not agree to enter into this Agreement.
Representations by Employee. Employee acknowledges each of the following:
(a) Employee is aware that this Agreement includes a release of all known and unknown claims.
(b) Employee is legally competent to execute this Agreement and Employee has not relied on any statements or explanations made by the Employer or its attorneys not otherwise set forth herein.
(c) Any modifications, material or otherwise, made to this Agreement shall not restart or affect in any manner the original 21-day consideration period.
(d) Employee has been offered at least 21 days to consider this Agreement.
(e) Employee has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release and Waiver, and to negotiate such terms.
(f) Employee, without coercion of any kind, freely, knowingly, and voluntarily enters into this Agreement.
(g) Employee has the right to rescind the Release and Waiver by written notice to the Employer within 15 calendar days after Employee has signed this Agreement, and the Release and Waiver shall not become effective or enforceable until 15 calendar days after Employee has signed this Agreement, as evidenced by the date set forth below Employee’s signature on the signature page hereto. Any such rescission must be in writing and delivered by hand, or sent by U.S. Mail within such 15-day period, to the attention of [_______________]. If delivered by U.S. Mail, the rescission must be: (i) postmarked within the 15-day period and (ii) sent by certified mail, return receipt requested.
Representations by Employee. In connection with the above covenants, Employee represents that his experience, capabilities and circumstances are such that the covenants contained herein will not prevent him from earning a livelihood. Employee further agrees that the limitations set forth in such covenants do not impose a greater restraint than is necessary to protect the confidential information, customer goodwill, and other business interests of the Company. Employee also agrees that the limitations and covenants are reasonable and properly required for the adequate protection of the current and future business of the Company. Employee also agrees that, if any provision of the covenants set forth above are found to be invalid in part or whole, the Company may elect, but shall not be required, to have such provision reformed, whether as to time, scope of activity, or otherwise, as and to the extent required for its validity under applicable law, and, as so reformed, such provisions shall be enforceable.
Representations by Employee. By execution of this Agreement, Employee hereby represents that no claim, charge, complaint or action by Employee against the Company exists in any forum or form. In the event of any such claim, charge, complaint or action has been filed, Employee shall not be entitled to recover any monies or other relief therefrom.
