Common use of Representations of Executive; Advice of Counsel Clause in Contracts

Representations of Executive; Advice of Counsel. (a) The Executive hereby represents and warrants that: (i) The Executive has the full right, authority and capacity to enter into this Agreement and to perform the Executive’s obligations hereunder, (ii) The execution of this Agreement and the performance of the Executive’s obligations hereunder shall not breach or be in conflict with any other agreement to which the Executive is a party or is bound and (iii) The Executive is not now subject to any covenants against competition or similar covenants, any court order or other legal obligation, or other agreement that would affect the performance of the Executive’s obligations hereunder or would otherwise conflict with, prevent or restrict the full performance of the Executive’s duties and obligations to the Company hereunder during or after the Employment Term. (b) The Executive covenants that he shall not disclose or use on behalf of the Company any proprietary information of a third party without such party’s consent. (c) Prior to execution of this Agreement, the Executive was advised by the Company of the Executive’s right to seek independent advice from an attorney of the Executive’s own selection regarding this Agreement. The Executive acknowledges that the Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. The Executive further represents that in entering into this Agreement, the Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that the Executive is relying only upon the Executive’s own judgment and any advice provided by the Executive’s attorney.

Representations of Executive; Advice of Counsel. ​ (a) The Executive hereby represents and warrants that:: ​ (i) The Executive has the full right, authority and capacity to enter into this Agreement and to perform the Executive’s obligations hereunder, (ii) The execution of this Agreement and the performance of the Executive’s his obligations hereunder shall will not breach or be in conflict with any other agreement to which the Executive is a party or is bound andand ​ (iii) The Executive is not now subject to any covenants against competition or similar covenants, any court order or other legal obligation, or other agreement that would affect the performance of the Executive’s his obligations hereunder or would otherwise conflict with, prevent or restrict the full performance of the Executive’s duties and obligations to the Company hereunder during or after the Employment Term.. ​ (b) The Executive covenants that he shall will not disclose or use on behalf of the Company any proprietary information of a third party without such party’s consent.. ​ (c) Prior to execution of this Agreement, the Executive was advised by the Company of the Executive’s right to seek independent advice from an attorney of the Executive’s own selection regarding this Agreement. The Executive acknowledges that the Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. The Executive further represents that in entering into this Agreement, the Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that the Executive is relying only upon the Executive’s own judgment and any advice provided by the Executive’s attorney.. ​

Representations of Executive; Advice of Counsel. (a) The Executive hereby represents represents, warrants, and warrants that: covenants that as of the Effective Date: (i) The the Executive has the full right, authority authority, and capacity to enter into this Agreement and to perform the Executive’s obligations hereunder, (ii) The execution of this Agreement hereunder and the performance of the Executive’s obligations hereunder shall not breach or be in conflict application for employment with any other agreement to which the Company has been truthful and complete, the Executive is a party or is will not be bound and (iii) The Executive is not now subject to by any covenants against competition or similar covenants, any court order or other legal obligation, or other agreement that would affect the performance of the Executive’s obligations hereunder conflicts with or would otherwise conflict with, prevent prevents or restrict restricts the full performance of the Executive’s duties and obligations to the Company hereunder during or after the Employment TermExecutive’s employment with the Company, (ii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Executive is subject, and (iii) the Executive has disclosed to the Company all pending or closed litigations, judgments, or regulatory matters involving the Executive. (b) The Executive covenants that he shall not disclose or use on behalf of the Company any proprietary information of a third party without such party’s consent. (c) Prior to execution of this Agreement, the Executive was advised by the Company of the Executive’s right to seek independent advice from an attorney of the Executive’s own selection regarding this Agreement. The Executive acknowledges that the Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. The Executive further represents that in entering into this Agreement, the Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees employees, or agents which are not expressly set forth herein, and that the Executive is relying only upon the Executive’s own judgment and any advice provided by the Executive’s attorney.

Representations of Executive; Advice of Counsel. (a) The Executive hereby represents and warrants that: (i) The Executive has the full right, authority and capacity to enter into this Agreement and to perform the Executive’s obligations hereunder, (ii) The execution of this Agreement and the performance of the Executive’s his obligations hereunder shall will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and (iii) The Executive is not now subject to any covenants against competition or similar covenants, any court order or other legal obligation, or other agreement that would affect the performance of the Executive’s his obligations hereunder or would otherwise conflict with, prevent or restrict the full performance of the Executive’s duties and obligations to the Company hereunder during or after the Employment Term. (b) The Executive covenants that he shall will not disclose or use on behalf of the Company any proprietary information of a third party without such party’s consent. (c) Prior to execution of this Agreement, the Executive was advised by the Company of the Executive’s right to seek independent advice from an attorney of the Executive’s own selection regarding this Agreement. The Executive acknowledges that the Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. The Executive further represents that in entering into this Agreement, the Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that the Executive is relying only upon the Executive’s own judgment and any advice provided by the Executive’s attorney.