Common use of Representations; Covenant Not to Xxx Clause in Contracts

Representations; Covenant Not to Xxx. Employee hereby represents and warrants to the Released Parties that Employee has not: (A) filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee agreed to do any of the foregoing; (B) assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Agreement; or (C) directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 below, Employee covenants and agrees that he shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself or any third party of a proceeding or Claim against any of the Released Parties.

Appears in 4 contracts

Samples: Severance Agreement (Id Systems Inc), Severance Agreement (Id Systems Inc), Severance Agreement (Id Systems Inc)

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Representations; Covenant Not to Xxx. Employee Executive hereby represents and warrants to the Released Parties that Employee has not: (A) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (B) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Release Agreement; or , and (C) Executive has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 10 below, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released Parties, except with respect to enforcing any right under the Employment Agreement or those rights not otherwise released hereunder.

Appears in 3 contracts

Samples: Employment Agreement, Release Agreement (Warner Chilcott PLC), Release Agreement (Warner Chilcott PLC)

Representations; Covenant Not to Xxx. Employee (a) Executive hereby represents and warrants to the Released Parties that Employee (i) Executive has not: (A) not filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (Bii) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Company Released Parties that which has been released in this Agreement; or , and (Ciii) Executive has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Company Released Parties. Except as set forth in Section 11 below, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Company Released PartiesParties based upon or relating to any Claim released by Executive in this Agreement.

Appears in 2 contracts

Samples: Agreement (Vornado Realty Lp), Agreement (Vornado Realty Lp)

Representations; Covenant Not to Xxx. Employee Executive hereby represents and warrants to the Released Parties that Employee has not: (A) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (B) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that which has been released in this Separation Agreement; or , and (C) Executive has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 below, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released PartiesParties based upon or relating to any Claim released by Executive in this Separation Agreement.

Appears in 2 contracts

Samples: Separation and General Release Agreement (Alliqua, Inc.), Separation and General Release Agreement (Alliqua, Inc.)

Representations; Covenant Not to Xxx. Employee Each of the parties hereto hereby represents and warrants to the Released Parties that Employee (a) such party has not: (A) not filed, caused or permitted to be filed any pending proceeding (nor has Employee such party lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Partiesparties released by such party, nor has Employee such party agreed to do any of the foregoing; , (Bb) such party has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties parties released by such party that has been released in this Release Agreement; or , and (Cc) such party has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Partiesparties released by such party. Except as set forth in Section 11 below, Employee Each party covenants and agrees that he such party shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself such party or any third party of a proceeding or Claim against any of the Released Partiesparties released by such party.

Appears in 2 contracts

Samples: Agreement (Quicksilver Resources Inc), Mutual Release Agreement (Quicksilver Resources Inc)

Representations; Covenant Not to Xxx. Employee Executive hereby represents and warrants to the Released Parties that Employee Executive has not: not (Aa) filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (Bb) assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Release Agreement; , or (Cc) directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in permitted by Section 11 5 below, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released Parties.

Appears in 2 contracts

Samples: Employment and Settlement Agreement (Lakeland Bancorp Inc), Employment and Settlement Agreement (Lakeland Bancorp Inc)

Representations; Covenant Not to Xxx. Employee Executive hereby represents and warrants to the Released Parties that Employee has not: (A) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (B) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Release Agreement; or , and (C) Executive has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 10 below, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself or any third party of a proceeding or Claim against any of the Released Parties, except with respect to enforcing any right under the Employment Agreement or those rights not otherwise released hereunder.

Appears in 1 contract

Samples: Release Agreement (Warner Chilcott PLC)

Representations; Covenant Not to Xxx. Employee hereby represents and warrants to the Released Parties Company that Employee has not: (A) filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released PartiesCompany, nor has Employee agreed to do any of the foregoing; (B) assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties Company that has been released in this Agreement; or (C) directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released PartiesCompany. Except as set forth in Section 11 belowIn addition, Employee covenants represents and agrees warrants that he Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any Company, except as permitted under Section 2 of the Released Partiesthis Agreement.

Appears in 1 contract

Samples: Separation and General Release Agreement (Vyteris Holdings (Nevada), Inc.)

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Representations; Covenant Not to Xxx. Employee hereby represents and warrants to the Released Parties that Employee has not: (A) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee agreed to do any of the foregoing; , (B) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Separation Agreement; or , and (C) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 16 below, Employee covenants and agrees that he Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released Parties.

Appears in 1 contract

Samples: Separation and General Release Agreement (Roka BioScience, Inc.)

Representations; Covenant Not to Xxx. Employee Executive hereby represents and warrants to the Released Parties that Employee has not: (A) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (B) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that which has been released in this Agreement; or Release, and (C) Executive has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 below3 above, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released PartiesParties based upon or relating to any Claim released by Executive in this Release.

Appears in 1 contract

Samples: Transition Agreement (Diligent Board Member Services, Inc.)

Representations; Covenant Not to Xxx. Employee hereby represents and warrants to the Released Parties that Employee has not: (A) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released PartiesReleasees, nor has Employee agreed to do any of the foregoing; , (B) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim claim against any of the Released Parties that Releasees which has been released in this Separation Agreement; or , and (C) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim claim against any of the Released PartiesReleasees. Except as set forth in Section 11 10 below, Employee covenants and agrees that he Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim claim against any of the Released Parties.Releasees based upon or relating to any claim released by Employee in this Separation Agreement. 

Appears in 1 contract

Samples: Separation and General Release Agreement (Tower International, Inc.)

Representations; Covenant Not to Xxx. Employee Executive hereby represents and warrants to the Released Parties that Employee has not: (A) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; , (B) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Release Agreement; or , and (C) Executive has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 below, Employee Executive covenants and agrees that he Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released Parties.

Appears in 1 contract

Samples: Release Agreement (Warner Chilcott PLC)

Representations; Covenant Not to Xxx. Employee (A) Executive hereby represents and warrants to the Released Parties that Employee Executive has not: (Ai) filed, caused or permitted to be filed any pending proceeding (nor has Employee Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee Executive agreed to do any of the foregoing; (Bii) assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Agreement; or (Cii) directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section 11 12 below, Employee Executive covenants and agrees that he shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by herself himself or any third party of a proceeding or Claim against any of the Released Parties.

Appears in 1 contract

Samples: Separation and General Release Agreement (Savient Pharmaceuticals Inc)

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