Representations, Warranties and Covenants of Employee. In order to induce the Company to enter into and perform this Agreement, Employee represents and warrants that Employee is not a party to any contract, agreement or understanding that prevents or prohibits Employee from entering into this Agreement or fully performing all of Employee obligations under this Agreement and that Employee’s performance of all of the terms of this Agreement and Executive’s employment by the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust before Employee’s employment by the Company.
Representations, Warranties and Covenants of Employee. The Employee represents, warrants and covenants to and with the Company that (a) he is not and will not become a party to any agreement, contract or understanding, whether employment or otherwise, and that he is not subject to any order, judgment or decree of any court or governmental agency, which would, in any way, restrict or prohibit him from undertaking or performing his employment in accordance with the terms and conditions of this Agreement and (b) he is of sufficient physical and mental health to fulfill his duties, obligations and responsibilities under the terms of this Agreement.
Representations, Warranties and Covenants of Employee. Employee represents and warrants to the Company that (a) Employee is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Employee is under no physical or mental disability that would hinder his performance of duties under this Agreement.
Representations, Warranties and Covenants of Employee. 9.1. Employee represents and warrants to the Company that:
9.1.1. There are no restrictions, agreements or understandings whatsoever to which Employee is a party which would prevent or make unlawful Employee's execution of this Agreement or Employee's employment hereunder, or which is or would be inconsistent or in conflict with this Agreement or Employee's employment hereunder, or would prevent, limit or impair in any way the performance by Employee of the obligations hereunder;
9.1.2. Employee has disclosed to the Company all restraints, confidentiality commitments or other employment restrictions that he has with any other employer, person or entity; and
Representations, Warranties and Covenants of Employee. Employee hereby as of the date hereof represents, warrants and covenants to Corporation that the Employee has the ability to enter into this Agreement without breaching any other contract, including, but not limited to, any employment agreement, non-competition agreement or covenant not to compete violating any law or administrative regulation and this Agreement constitutes a valid and binding obligation of Employee, enforceable against Employee in accordance with its terms.
Representations, Warranties and Covenants of Employee. Employee hereby represents and warrants to, and covenants with, Company as follows:
(a) Employee has the full legal right and power and all authority required to enter into and to perform according to the terms of this Agreement. This Agreement is duly and validly executed and delivered by Employee, and constitutes legal, valid and binding obligations of Employee enforceable against Employee in accordance with its terms.
(b) The execution, delivery and performance of this Agreement by Employee do not and will not (i) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement or other instrument or other understanding to which Employee is a party or by which any property or asset of Employee is bound or affected, or (ii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Employee is subject, or by which any property or asset of Employee is bound or affected.
(c) All work produced by Employee hereunder will be originally created by Exxxxxxx, and will not (and will not when used by Company for any purpose) infringe, or otherwise violate or misappropriate any patent, copyright, trade secret, trademark or other intellectual property or proprietary right held by any Person. Without the express written permission of Company, Employee will not incorporate into the work produced hereunder any third party product, software, or other materials for which the intellectual property rights are not owned solely by Employee. Employee has not previously granted and will not grant any rights in the work produced hereunder or the Intellectual Property that are inconsistent with the rights granted to Company herein.
Representations, Warranties and Covenants of Employee. A The Employee represents and warrants to the Company that:
(i) There are no restrictions, agreements or understandings whatsoever to which the Employee is a party which would prevent or make unlawful the Employee’s execution of this Agreement or the Employee’s employment hereunder, or which are or would be inconsistent with this Agreement or the Employee’s employment hereunder.
(ii) The Employee has disclosed to the Company all restraints, confidentiality commitments or other employment restrictions that he has with any other employer, person or entity. B The Employee covenants that in connection with his provision of services to the Company, he shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.
Representations, Warranties and Covenants of Employee. Employee represents and warrants to the Company as follows:
(a) He is under no contractual, legal or other restriction or obligation which is inconsistent with his entry into, or participation in, negotiations with the Company regarding this Agreement; the execution of this Agreement; the performance of his duties hereunder; or the other rights of the Company hereunder;
(b) He is under no physical or mental disability that would hinder his performance of duties under this Agreement;
(c) He was duly licensed as a real estate broker/sales person and shall take all actions necessary to renew said license promptly; he shall at all times maintain such license(s) as required by law; and he shall comply with all requirements of applicable brokerage license laws. If Employee is not duly licensed as a real estate salesperson/broker at any time during the term of this Agreement, or if that license(s) is suspended or revoked, or such suspension/revocation proceedings are commenced, Employee will immediately notify the Supervisory Officer of that fact, in writing; during such period Employee will not engage in any activities in violation of applicable law; and Employee will diligently take all actions necessary to obtain such license(s) promptly.
Representations, Warranties and Covenants of Employee. Employee represents and warrants to, and covenants and agrees with, the Company and Spectra-Physics that:
(a) Employee has full legal right, power and authority to enter into this Agreement and to perform Employee's obligations hereunder without the need for the consent of any other person; and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Employee enforceable against Employee in accordance with the terms hereof.
(b) Any shares of Restricted Stock acquired hereunder will be acquired by Employee for investment, and not with a view to any distribution thereof that would violate the Securities Act, or the applicable state securities laws of any state; and Employee will not distribute any shares of Restricted Stock in violation of the Securities Act or the applicable securities laws of any state.
(c) Employee understands that any shares of Restricted Stock acquired hereunder will not be registered under the Securities Act or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available.
(d) Employee is financially able to hold shares of Restricted Stock for long-term investment, believes that the nature and amount of the securities to be acquired, if any, are consistent with Employee's overall investment program and financial position, and recognizes that there are substantial risks involved in the acquisition of any Restricted Stock hereunder.
(e) Employee confirms that (i) Employee is familiar with the business of the Company and Spectra-Physics, (ii) Employee has received and has had an opportunity to review a draft of the prospectus to be included in the registration statement to be filed in connection with the Initial Public Offering, (iii) Employee has had the opportunity to ask questions of the officers and directors of the Company and Spectra-Physics and to obtain (and that such Employee has received to its satisfaction) such information about the business and financial condition of the Company and Spectra-Physics as Employee has reasonably requested, and (iv) Employee, either alone or with Employee's representative (as defined in Rule 501(h) promulgated under the Securities Act), if any, has such knowledge and experience in financial and business matters that such Employee is capable of evaluating the merits an...
Representations, Warranties and Covenants of Employee. The Employee represents, warrants and covenants to and with the Company that he is not and will not become a party to any agreement, contract or understanding, whether employment or otherwise, and that he is not subject to any order, judgment or decree of any court or governmental agency, which would, in any way, restrict or prohibit him from undertaking or performing his employment in accordance with the terms and conditions of this Agreement.
