Representations Warranties and Covenants of the Executive. The Executive represents and warrants to the Company as follows:
(a) He 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) He is able to perform the essential functions of his duties hereunder with or without reasonable accommodations.
Representations Warranties and Covenants of the Executive. Executive hereby represents, warrants and covenants to the Corporation that Executive has the capacity to enter into this Agreement, and the execution, delivery and performance of this Agreement and compliance with the provisions hereof by Executive will not conflict with or result in any breach of any of the terms, conditions, covenants or provisions of, or constitute a default under, any note, mortgage, agreement, contract or instrument to which Executive is a party or which Executive may be bound or affected.
Representations Warranties and Covenants of the Executive. By virtue of the Executive's execution hereof, and in order to induce the Company to enter into this Employment Agreement, the Executive hereby represents and warrants to and covenants with the Company as follows:
(1) He is not presently actively engaged in any business, employment or venture which is or may be in conflict with the business of the Company;
(2) He has full power and authority to enter this Employment Agreement, to enter into and to otherwise perform this Employment Agreement in the time and manner contemplated;
(3) He agrees to submit to a medical examination as may be required for the Company to obtain "key man" insurance coverage, provided that such medical examination is at the Company's expense;
(4) He has the experience, skill and knowledge to perform the services expected of him hereunder;
(5) The Executive is not the subject of any threatened or filed litigation not disclosed to the Company prior to the execution of this Employment Agreement;
(6) The Executive's compliance with the terms and conditions of this Employment Agreement in the time and manner contemplated herein will not conflict with any instrument or agreement pertaining to the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which he is a party;
(7) The Executive acknowledges that Severance shall only be paid in the event the Company terminates the Employment Period without Cause, due to the Executive's Disability, or the Executive terminates the Employment Period with Good Reason;
(8) The Executive has been advised, and by the execution of this Employment Agreement, accepts and acknowledges that none of the Option Shares shall have been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities law; and that in granting the Option Shares to the Executive, the Company is relying upon an exemption from registration based upon the Executive's investment representations. In this regard, the Executive hereby represents and warrants to the Company that: (a) he is acquiring the Salary Shares and the Option Shares for investment purposes and without a view to the transfer or resale thereof; (b) he is a sophisticated investor familiar with the operations of the Company; (c) in the event he exercises the Option Shares he will hold them for such period of time as shall be required by the Securities Act or as otherwise required or permitted by law; (d)...
Representations Warranties and Covenants of the Executive. The Executive represents that he has the capacity and desire to enter into this Agreement, and the voluntary execution, delivery and performance of the Agreement and compliance with its provisions will not conflict with or result in any breach of any of the terms, conditions, obligations, covenants or provisions of, or constitute a default under, any note, mortgage, agreement, contract or instrument to which the Executive is a party or by which he may be bound or affected, including specifically any pre-existing or existing consulting, employment, or independent contractor arrangements, understandings, or agreements whether written or oral. Furthermore, the Executive agrees to indemnify the Company against any claims brought by any predecessor employer alleging breach of employment contract or fiduciary responsibilities.
Representations Warranties and Covenants of the Executive. The Executive hereby represents and warrants to the Company as follows:
Representations Warranties and Covenants of the Executive. 9.1. Executive represents and warrants to the Company that:
9.1.1. There are no restrictions, agreements or understandings whatsoever to which the Executive is a party which would prevent or make unlawful the Executive's execution of this Agreement or the Executive's employment hereunder, or which is or would be inconsistent or in conflict with this Agreement or the Executive's employment hereunder, or would prevent, limit or impair in any way the performance by the Executive of the obligations hereunder; and
9.1.2. The Executive is not subject to any written or oral agreement or obligation to any other employer, person or entity which would prohibit Executive from discharging his duties to the Company.
Representations Warranties and Covenants of the Executive. The Executive represents that he has the capacity and desire to enter into this Agreement, and the voluntary execution, delivery and performance of the Agreement and compliance with its provisions will not conflict with or result in any breach of any of the terms, conditions, obligations, covenants or provisions of, or constitute a default under, any note, mortgage, agreement, contract or instrument to which the Executive is a party or by which he may be bound or affected, including specifically any pre-existing or existing consulting, employment, or independent contractor arrangements, understandings, or agreements whether written or oral.
Representations Warranties and Covenants of the Executive. (a) To the best knowledge of Executive, except as set forth on Schedule 5(a) annexed hereto, neither the Company nor any subsidiary of the Company is a party to any action, suit, proceeding, claim or investigation, and no such action, suit, proceeding or investigation is pending or threatened.
(b) To the best knowledge of Executive, except as disclosed in Schedule 5(b), neither the Company nor any subsidiary is a party to any material contract, agreement, or arrangement which can reasonably be expected to require the payment of more than $25,000, and neither the Company nor any subsidiary is in default with respect to any such material contract, agreement or arrangement, which default could have a material adverse effect on the Company or any subsidiary or could be reasonably expected to require payment by the Company of more than $25,000.
(c) The Executive will cooperate fully with all reasonable requests of the Chief Executive Officer of the Company to assist the Company with the transition of his duties as an officer and employee of the Company.
(d) The Executive will either (i) obtain a waiver and consent from XxXxxx prior to the Termination Date of the event of default contained in the financing documents with such lender which require the Executive to be the Chairman, Chief Executive Officer and/or President of the Company which consent shall acknowledge and accept the Executive's new role as just Chairman of the Board of the Company and the control of the Board of Directors by the Queens, or (ii) in the absence of such waiver and consent and if XxXxxx calls the loan as a result of the change in circumstances of Xxxxxxx Xxxxxx' employment and control, all remaining payments due to Executive hereunder may be deferred and shall be resumed, on a monthly basis going forward, only from the date of a successful refinancing thereof. The Executive shall also remove his name from check signing authority on any of the Company's or any subsidiary's accounts and replace such authority with an officer designated by the Company.
Representations Warranties and Covenants of the Executive. The representations and warranties contained in Section 3 of this Agreement shall be true and correct in all material respects as of the Closing Date (or, if given as of a specific date, at and as of such date), and the Executive shall have performed and complied with and observed in all material respects all covenants and agreements required by this Agreement to be performed or complied with by the Executive on or prior to the Closing Date.
Representations Warranties and Covenants of the Executive
