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

Representations; Covenant Not to Xxx. (a) Executive hereby represents and warrants that (i) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive agreed to do any of the foregoing, (ii) 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 which has been released in this Agreement, and (iii) 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, Executive covenants and agrees that Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim against any of the Company Released Parties based upon or relating to any Claim released by Executive in this Agreement. (b) Company hereby represents and warrants that (i) it has not filed, caused or permitted to be filed any pending proceeding (nor has Company lodged a complaint with any governmental or quasi-governmental authority) against Executive, nor has Company agreed to do any of the foregoing, (ii) Company 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 Executive which has been released in this Agreement, and (iii) Company has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Executive. Except as set forth in Section 11 below, Company covenants and agrees that it shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by itself or any third party of a proceeding or Claim against Executive based upon or relating to any Claim released by Company in this Agreement.

Representations; Covenant Not to Xxx. (a) Executive Employee hereby represents and warrants that to the Released Parties that: (ia) Executive Employee has not filed, caused caused, or permitted to be filed any pending proceeding (nor has Executive Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Employee agreed to do any of the foregoing, ; (iib) Executive 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 Company Released Parties which that has been released in this Agreement, and ; (iiic) Executive Employee has not directly or indirectly assisted any third party in filing, causing causing, or assisting to be filed, any Claim against the Released Parties; (d) Employee has not made any misrepresentations or engaged in any misconduct or malfeasance during her employment that would constitute a material violation under the Company’s Code of Business Conduct; and (e) is not aware of any misconduct by any employee or director of the Company Released Partiesthat Employee should report in accordance with the Company’s Code of Business Conduct or any irregularity in the Company’s books or records or any other matter relating to the Company’s accounting that should properly be reported by Employee pursuant to the procedures established by the Company for making such reports, except any that has already been reported by Employee in writing to the appropriate personnel of the Company. Except as set forth in Section 11 belowParagraphs 12(b) and (c) above, Executive Employee covenants and agrees that Executive Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim against any of the Company Released Parties based upon or relating to any Claim released by Executive in this Agreement. (b) Company hereby represents and warrants that (i) it has not filed, caused or permitted to be filed any pending proceeding (nor has Company lodged a complaint with any governmental or quasi-governmental authority) against Executive, nor has Company agreed unless compelled to do any of the foregoing, (ii) Company 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 Executive which has been released in this Agreement, and (iii) Company has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Executive. Except as set forth in Section 11 below, Company covenants and agrees that it shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution so by itself or any third party of a proceeding or Claim against Executive based upon or relating to any Claim released by Company in this Agreementlaw.

Representations; Covenant Not to Xxx. (aA) Executive Glimcher represents that he has no dispute with WPG or its Board of Directors or management relating to the Company’s operations, policies or practices, except that Glimcher and the majority of the Board of Directors have differing views as to the strategic direction of the Company. (B) Glimcher hereby represents and warrants to WPG that (i) Executive he has not filed, or caused or permitted to be filed filed, and does not intend to file, any pending proceeding (against any WPG Released Party, nor has Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Glimcher Parties done or agreed to do any of the foregoing, following: (iii) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of of, or conveyed to any third party third-party, any right or Claim claim against any of the Company Released Parties which Parties, including, without limitation, any right or claim that has been or will be released in this Agreement, and ; or (iiiii) Executive has not directly or indirectly assisted any third third-party in filing, causing instituting or assisting to be filed, pursuing any Claim claim against any of the Company Released Parties. Except as set forth in Section 11 belowGlimcher further represents and warrants that he has not caused, Executive covenants encouraged, solicited or voluntarily assisted or participated, and agrees that Executive shall will not encourage or cause, encourage, solicit or voluntarily assist or participate participate, in any way in the filing, reporting or prosecution by himself or of any third party of a proceeding or Claim claims against any of the Company Released Parties based upon or relating to by any Claim released by Executive in this Agreement. (b) Company hereby represents and warrants that (i) it has not filed, caused or permitted to be filed any pending proceeding (nor has Company lodged a complaint with any governmental or quasithird-governmental authority) against Executive, nor has Company agreed to do party and/or any of the foregoing, (ii) Company 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 Executive which has been released Glimcher Parties. Nothing in this Agreement, and (iii) Company has not directly Agreement is intended to interfere with Glimcher’s right to file any administrative proceedings or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Executive. Except as set forth in Section 11 below, Company covenants and agrees that it shall not encourage or solicit or voluntarily assist or participate in any way in the filingsuch proceedings, reporting provided, however, that Glimcher expressly releases and waives any and all rights to recovery of any type, including back pay, front pay, compensatory damages, liquidated or prosecution by itself punitive damages, attorney’s fees, reinstatement, or any third party of a proceeding other benefit, in any administrative or Claim against Executive based upon court action, whether state or relating federal, and whether brought by Glimcher or on Glimcher’s behalf, related in any way to any Claim the matters released by Company in this Agreementherein.

Representations; Covenant Not to Xxx. (aA) Executive Employee hereby represents and warrants that (i) Executive Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Executive Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Employee agreed to do any of the foregoing, (ii) Executive Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Employee Claim against any of the Company Released Parties which that has been released in this Separation Agreement, and (iii) Executive Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Employee Claim against any of the Company Released Parties. Except as set forth in Section 11 15 below, Executive Employee covenants and agrees that Executive Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Employee Claim against any of the Company Released Parties based upon or relating to any Claim released by Executive in this AgreementParties. (bB) Company Employer hereby represents and warrants that (i) it Employer has not filed, caused or permitted to be filed any pending proceeding (nor has Company Employer lodged a complaint with any governmental or quasi-governmental authority) against ExecutiveEmployee, nor has Company Employer agreed to do any of the foregoing, (ii) Company Employer has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Employer Claim against Executive which Employee that has been released in this Separation Agreement, and (iii) Company Employer has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Employer Claim against ExecutiveEmployee. Except as set forth in Section 11 below, Company Employer covenants and agrees that it Employer shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by itself or any third party of a proceeding or Employer Claim against Executive based upon or relating to any Claim released by Company in this AgreementEmployee.

Representations; Covenant Not to Xxx. (a) Executive Employee hereby represents and warrants that (ia) Executive Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Executive Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Employee agreed to do any of the foregoing, (iib) Executive 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 Company Released Parties which that has been released in this Agreement, and (iiic) Executive Employee 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 13 below, Executive Employee covenants and agrees that Executive he shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself Employee or any third party of a proceeding or Claim claim against any of the Company Released Parties based upon Parties. Employee acknowledges and agrees that he is not only waiving any right he may have to proceed individually, but also as a member of a class or relating to any Claim released by Executive in this Agreement. (b) Company hereby represents and warrants collective action. In the event that (i) it has not filed, caused Employee receives notice of a class or permitted to be filed any pending proceeding (nor has Company lodged a complaint with any governmental or quasi-governmental authority) collective action against Executive, nor has Company agreed to do any of the foregoing, (ii) Company 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 Executive which has been released in Released Parties for claims arising before Employee executes this Agreement, Employee must “opt out” of and (iii) Company has may not directly or indirectly assisted any third party in filing, causing or assisting “opt in” to be filed, any Claim against Executivesuch action. Except as set forth in Section 11 below, Company covenants and Employee further agrees that it shall not encourage or solicit or voluntarily assist or participate in he is also giving up any way in right he may have to recover any relief, including money damages, from the filing, reporting or prosecution by itself or any third party Released Parties as a member of a proceeding class or Claim against Executive based upon or relating to any Claim released by Company in this Agreementcollective action.

Representations; Covenant Not to Xxx. (aA) Executive Employee hereby represents and warrants that (i) Executive Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Executive Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Employee agreed to do any of the foregoing, (ii) Executive 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 Company Released Parties which has been released in this Separation Agreement, and (iii) Executive Employee 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 14 below, Executive Employee covenants and agrees that Executive Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim against any of the Company Released Parties based upon or relating to any Claim released by Executive Employee in this Separation Agreement. (bB) The Company hereby represents and warrants that (i) it the Company has not filed, caused or permitted to be filed any pending proceeding (nor has the Company lodged a complaint with any governmental or quasi-governmental authority) against ExecutiveEmployee, nor has the Company agreed to do any of the foregoing, (ii) the Company has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Company Claim against Executive Employee which has been released in this Separation Agreement, and (iii) the Company has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Company Claim against ExecutiveEmployee. Except as set forth in Section 11 belowmay otherwise be required by law, the Company covenants and agrees that it the Company shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by itself or any third party of a proceeding or Company Claim against Executive Employee based upon or relating to any Company Claim released by the Company in this Separation Agreement.

Representations; Covenant Not to Xxx. (a) Executive Employee hereby represents and warrants that to the Released Parties that: (ia) Executive Employee has not filed, caused caused, or permitted to be filed any pending proceeding (nor has Executive Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Employee agreed to do any of the foregoing, ; (iib) Executive 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 Company Released Parties which that has been released in this Agreement, and ; (iiic) Executive Employee has not directly or indirectly assisted any third party in filing, causing causing, or assisting to be filed, any Claim against the Released Parties; and (d) to Employee’s actual knowledge as of the Separation Date, Employee is not aware of any misconduct by or other matter involving any employee or director of the Company Released Partiesthat Employee should report in accordance with the Company’s Code of Business Conduct or any irregularity in the Company’s books or records or any other matter relating to the Company’s financial or accounting policies, procedures or practices, actual or proposed, that should properly be reported by Employee under the Code of Business Conduct or otherwise, including pursuant to the procedures established by the Company for making such reports, except any that has already been reported by Employee in writing to the appropriate personnel of the Company. Except as set forth in Section 11 belowParagraphs 8(b) and (c) above, Executive Employee covenants and agrees that Executive Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim claim against any of the Company Released Parties based upon or relating to any Claim released by Executive in this Agreement. (b) Company hereby represents and warrants that (i) it has not filed, caused or permitted to be filed any pending proceeding (nor has Company lodged a complaint with any governmental or quasi-governmental authority) against Executive, nor has Company agreed unless compelled to do any of the foregoing, (ii) Company 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 Executive which has been released in this Agreement, and (iii) Company has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Executive. Except as set forth in Section 11 below, Company covenants and agrees that it shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution so by itself or any third party of a proceeding or Claim against Executive based upon or relating to any Claim released by Company in this Agreementlaw.

Representations; Covenant Not to Xxx. (aA) Executive hereby represents and warrants to the Released Parties that Executive has not: (i) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Executive lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive agreed to do any of the foregoing, ; (ii) 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 which that has been released in this Agreement, and ; or (iiiii) 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 12 below, Executive covenants and agrees that Executive he shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim against any of the Company Released Parties based upon or relating to any Claim released by Executive in this AgreementParties. (bB) The Company hereby represents and warrants that the Company has not (i) it has not filed, caused or permitted to be filed any pending proceeding (nor has the Company lodged a complaint with any governmental or quasi-governmental authority) against Executive, nor has the Company agreed to do any of the foregoing, (ii) Company has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Company Claim against Executive which has been released in this Agreement, and (iii) Company has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Company Claim against Executive. Except as set forth in Section 11 belowmay otherwise be required by law, the Company covenants and agrees that it the Company shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by itself or any third party of a proceeding or Company Claim against Executive based upon or relating to any Company Claim released by the Company in this Agreement.

Representations; Covenant Not to Xxx. (a) Executive Employee hereby represents and warrants that to the Released Parties that: (ia) Executive Employee has not filed, caused caused, or permitted to be filed any pending proceeding (nor has Executive Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Company Released Parties, nor has Executive Employee agreed to do any of the foregoing, ; (iib) Executive 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 Company Released Parties which that has been released in this Agreement, and ; (iiic) Executive Employee has not directly or indirectly assisted any third party in filing, causing causing, or assisting to be filed, any Claim against the Released Parties; (d) Employee has not made any misrepresentations or engaged in any misconduct or malfeasance during his employment that would constitute a material violation under the Company’s Code of Business Conduct; and (e) Employee is not aware of any misconduct by or other matter involving any employee or director of the Company Released Partiesthat Employee should report in accordance with the Company’s Code of Business Conduct or any irregularity in the Company’s books or records or any other matter relating to the Company’s financial or accounting policies, procedures or practices, actual or proposed, that should properly be reported by Employee under the Code of Business Conduct or otherwise, including pursuant to the procedures established by the Company for making such reports, except any that has already been reported by Employee in writing to the appropriate personnel of the Company. Except as set forth in Section 11 belowParagraphs 12(b) and (c) above, Executive Employee covenants and agrees that Executive Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim claim against any of the Company Released Parties based upon or relating to any Claim released by Executive in this Agreement. (b) Company hereby represents and warrants that (i) it has not filed, caused or permitted to be filed any pending proceeding (nor has Company lodged a complaint with any governmental or quasi-governmental authority) against Executive, nor has Company agreed unless compelled to do any of the foregoing, (ii) Company 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 Executive which has been released in this Agreement, and (iii) Company has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Executive. Except as set forth in Section 11 below, Company covenants and agrees that it shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution so by itself or any third party of a proceeding or Claim against Executive based upon or relating to any Claim released by Company in this Agreementlaw.