Representations, Warranties and Covenants of Executive. In order to induce the Company to enter into and perform this Agreement, Executive represents and warrants that Executive is not a party to any contract, agreement or understanding that prevents or prohibits Executive from entering into this Agreement or fully performing all of Executive’s obligations under this Agreement and that Executive’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 Executive in confidence or in trust before Executive’s employment by the Company.
Representations, Warranties and Covenants of Executive. Executive represents and covenants to the Company as follows:
Representations, Warranties and Covenants of Executive. Executive hereby represents and warrants, on behalf of himself and his heirs, successors and assigns, to PrinceRidge, IFMI and IFMI Parent as follows:
Representations, Warranties and Covenants of Executive. Executive represents and warrants to Clarient that: (a) he has full power and authority to enter into this Letter Agreement and to perform his duties hereunder; (b) the execution and delivery of this Letter Agreement and the performance of his duties hereunder shall not result in an actual (as opposed to merely asserted) breach of, or constitute an actual (as opposed to merely asserted) default under, any agreement or obligation to which he may be bound or subject, including, without limitation, any obligations of confidentiality, noncompetition, nonsolicitation or use of information; (c) this Letter Agreement represents a valid, legally binding obligation on him and is enforceable against him in accordance with its terms except as the enforceability of this Letter Agreement may be subject to or limited by general principles of equity and by bankruptcy or other similar laws relating to or affecting the rights of creditors; (d) to Executive’s knowledge, the services contemplated by this Letter Agreement do not (i) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary right, or (ii) violate any law, statute, ordinance or regulation; and (e) except with respect to Executive’s concurrent employment by CPS, Executive has resigned from all positions as an employee, officer, director or executive of prior employers. Executive covenants to Clarient that during his employment with Clarient (a) he shall not (i) intentionally use, in connection with his employment with Clarient, any confidential or proprietary information or materials belonging to any third person or entity, or (ii) knowingly violate any law, statute, ordinance or regulation and (b) he shall not breach (i) any agreement with any third party to keep in confidence any confidential or proprietary information, knowledge or data acquired prior to his execution of this Letter Agreement or (ii) any obligations of confidentiality, noncompetition, nonsolicitation or use of information.
Representations, Warranties and Covenants of Executive. Executive hereby represents, warrants and covenants that Executive:
Representations, Warranties and Covenants of Executive. 9.1 Executive represents and covenants to the Company as follows:
Representations, Warranties and Covenants of Executive. Executive hereby represents, warrants and covenants to Capstone that in the event Executive receives any Capstone Common Stock as a result of the Merger:
Representations, Warranties and Covenants of Executive. Executive represents and warrants to the Company that: There are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful Executive’s execution of this Agreement or Executive’s continued employment hereunder, or which is or would be inconsistent or in conflict with this Agreement or Executive’s employment hereunder, or would prevent, limit or impair in any way the performance by Executive of the obligations hereunder; Executive has disclosed to the Company in writing all restraints, confidentiality commitments or other employment restrictions that he has with any other employer, person or entity; and In any event of the termination of this Agreement, the Executive shall, for as long as he is still an Executive of the Company (including any notice period), cooperate with the Company and use his best efforts to assist with the integration into the Company’s organization of the person or persons who will assume the Executive’s responsibilities.
Representations, Warranties and Covenants of Executive. 6.1. In the event that Executive receives any notice (written or otherwise), or otherwise becomes aware of, any claim, investigation or action against, naming or in anyway involving Executive or relating in any way to his past or current activities (whether or not related to the Company) from any governmental or regulatory body or agency, including but not limited to the SEC, the FDA or the United States Justice Department, he will promptly notify the Company in writing of such claim and a copy of any written notice, complaint or other material provided to Executive by such agency or regulator, in any case within two (2) business days of receipt thereof. There is no other action filed against him or claim pending or threatening by any entity or person relating to any violations of the applicable securities laws of the United States or of any state thereof.
Representations, Warranties and Covenants of Executive
