Specific Representations. Each party represents that: -------------------------
(a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient.
(b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement.
(c) The signature appearing below is Employee's manual, original, genuine, authentic and undeniable signature. DATED: September 1, 1996 Particle Interconnect Corporation Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxxxx ----------------- ------------------------- Xxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx President Individually EXHIBIT "A" Period Minimum Compensation ------ -------------------- September 1, 1996 - August 31, 1997 $85,000.00 per year payable according to the Company's normal payroll practices, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty Thousand (50,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with August 31, 1999. EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION ---------------------------------
1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee shall not, directly or indirectly, as principal, agent, employee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity,
i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or
ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or
iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or
iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become...
Specific Representations. In order to induce Owner to execute this Agreement and recognizing that Owner is relying thereon, Design/Builder, by executing this Agreement, and without superseding, limiting, or restricting any other representation or warranty set forth elsewhere in the Contract Documents, or implied by operation of law, makes the following express representations to Owner: Design/Builder is professionally and fully qualified to act as the design professional and the general contractor for the Project and is, and will remain, licensed to practice engineering and architecture and general contracting in the State of Florida and by all public entities having jurisdiction over Design/Builder or the Project;
(1) Design/Builder will maintain all necessary licenses, permits or other authorizations necessary to act as Design/Builder for the Project until Design/Builder's duties under this Contract have been fully satisfied;
(2) Design/Builder has the expertise, experience, and knowledge as well as the necessary plant, personnel and financial capability to perform the Design Services and the Work in accordance with the terms of this Contract;
(3) Prior to the execution of this Contract, Design/Builder has visited and inspected the Project site and the local conditions under which the Project is to be designed, constructed and operated, and Design/Builder has performed such tests, if any, as are necessary to determine the conditions under which the Work will be performed, and Design/Builder accepts the conditions of the Work site and has taken those conditions into account in entering into this Contract;
(4) Design/Builder assumes full responsibility to Owner for the improper acts and omissions of its Subcontractors or others employed or retained by Design/Builder in connection with the Project.
Specific Representations. In order to induce Owner to execute this Agreement and recognizing that Owner is relying hereon, Design/Builder, by executing this Agreement, and without superseding, limiting, or restricting any other representation or warranty set forth elsewhere in this Agreement, or the Contract, or implied by operation of law, makes the following express representations to Owner: .1 Design/Builder, on its own behalf or through contracts with others, is professionally and fully qualified to act as the design professional and the general contractor for the Project and is, and will remain, properly licensed in the state of Idaho to practice engineering and architecture and general contracting by all public entities having jurisdiction over Design/Builder or the Project. But without limitation, Design/Builder represents that it is licensed as a Class AAA Public Works Contractor by the State of Idaho, pursuant to I.C. § 54-1904, and as such is fully qualified to perform all the Work on the Project;
Specific Representations. Each party represents to the other that:
(a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient.
(b) Such party has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement.
(c) The signature appearing below is such party's manual, original, genuine, authentic and undeniable signature.
(d) Such party is competent, authorized and capable of executing this Agreement as a valid, binding and enforceable agreement.
(e) Such party is not aware of any agreement, document or commitment that would limit such party's ability to fully comply with the terms of this Agreement.
Specific Representations. By its acceptance of the Engine, Lessee represents to Lessor that the following are true in all material aspects:
(i) no event or circumstance has occurred and is continuing that constitutes, or with the fulfillment of conditions would constitute, an Event of Default;
(ii) no further actions under the Laws of the jurisdiction where Xxxxxx is legally constituted or has its principal base of operations, or, to its knowledge without inquiry, under other Applicable Laws are necessary to the establishment or protection of Xxxxxx's title to, ownership of, or priority in, the Engine; and
(iii) save where an opinion has been issued under 17.12.2, the local Law opined upon in the previously issued 17.12.1 opinion is substantially the same in respect of a subsequent Engine Package as regards the (a) enforceability of this Agreement, (b) obligations of Lessee, and (c) rights and interests of Lessor hereunder.
Specific Representations. In order to induce Owner to execute this Agreement and recognizing that Owner is relying thereon, Design/Builder, by executing this Agreement, and without superseding, limiting, or restricting any other representation or warranty set forth elsewhere in this Agreement or the Contract, or implied by operation of law, makes the following express representations to Owner:
(1) Design/Builder is professionally and fully qualified to act as the design professional and the general contractor for the Project and is, and will remain, licensed to practice engineering and architecture and general contracting by all public entities having jurisdiction over Design/Builder or the Project;
(2) Design/Builder will maintain all necessary licenses, permits or other authorizations necessary to act as Design/Builder for the Project until Design/Builder's duties hereunder have been fully satisfied;
(3) Design/Builder has the expertise, experience, and knowledge as well as the necessary plant, personnel and financial capability to perform the Design Services and the Work in accordance with the terms of the Contract;
(4) Prior to the execution of this Agreement, Design/Builder has visited and inspected the Project site and the local conditions under which the Project is to be designed, constructed and operated, and Design/Builder has performed such tests, if any, as are necessary to determine the conditions under which the Work will be performed, and Design/Builder accepts the conditions of the Work site and has taken those conditions into account in entering into the Contract;
(5) Design/Builder assumes full responsibility to Owner for the improper acts and omissions of its Subcontractors or others employed or retained by Design/Builder in connection with the Project.
(6) Design/Builder shall use an electronic verification system to determine the work eligibility status of any new employees physically performing services within the State of Nebraska, as required pursuant to Neb. Rev. Stat. §§4-108 to 4-114 as of the effective date of this Contract, or as such law may be amended from time-to-time. Compliance with these Nebraska statutes shall be considered a material term of this Contract.
Specific Representations. The list of possible representations is rather extensive but the following includes the seven most common:
1. Seller has no knowledge of any violations of city, county, state, federal, building, land use, fire, health, safety, environmental, hazardous materials or other governmental or public agency codes, ordinances, regulations, or orders with respect to the Property, or any lands owned by Seller adjacent to the Property.
2. No litigation is pending, threatened or likely with respect to the Property, Xxxxxx's interest therein, which would inhibit Buyer obtaining clear title to the Property.
3. There are no unrecorded leases, arrangements, agreements, understandings, options, contracts, or rights of first refusal affecting or relating to the Property in any way.
4. Except to the extent this Agreement provides otherwise, the Property will remain in the condition existing as of the execution of this Agreement until Closing.
5. The individual signing this Agreement on behalf of Xxxxxx has the authority to bind Seller to the agreements set forth herein.
6. Seller has no knowledge that the Property contains sinkholes, caverns, faults, conduits, voids, mines, or other geological anomalies which could affect the development of the Property.
7. The Property is not contaminated with, nor threatened with contamination from outside sources by, any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state, county, local or regional authority or which is known to pose a hazard to health and safety and to the best of Seller’s knowledge, the Property has never been used for a landfill, trash pit, dump site, underground improvements, unlawful storage of hazardous or regulated substances, or by a manufacturer of any product or for any other industrial use, nor to the best of Seller’s knowledge, is the Property in violation of any wetlands or other environmental limitation.
Specific Representations. Seller represents to Purchaser as at the date of this Agreement that the matters specified in Part I, point 27A of the Purchase Agreement are true in all material respects. Purchaser represents to Seller as at the date of this Agreement that the matters specified in Part I, point 27B of the Purchase Agreement are true in all material respects.
Specific Representations. Existing Lessor and Lessee each represents to New Lessor that as at the date hereof the following are true in all material respects, unless excluded or varied in Part I, point 13 of the Assignment, Assumption and Amendment Agreement:
7.2.1 the entire agreement between Existing Lessor and Lessee in respect of the leasing of the Aircraft to Lessee is constituted by the Lease; and
7.2.2 so far as it is aware, no event of default (howsoever defined) has occurred and is continuing under the Lease.
Specific Representations. To the best of the Management Shareholders’ knowledge, except as provided on attached Exhibit 2.31 hereto:
(a) No Hazardous Materials are located on, in, about or under any of the Real Property and none of the Real Property has ever been utilized for the storage, manufacture, disposal, handling, transportation or use of any Hazardous Materials.
(b) All permits, licenses and similar authorizations and approvals necessary or required under all Environmental Laws, including those for any Hazardous Materials stored, used or manufactured within or on any of the Real Property, have been obtained, are being complied with and are in full force and effect, and the Company, its Subsidiaries and the Shareholders have complied with all other reporting, filing and other requirements under the Environmental Laws.
(c) There are no existing and no proposed, threatened or pending investigations, administrative proceedings, litigation, regulatory hearings or other actions concerning any of the Real Property alleging noncompliance with or violation of any Environmental Law or relating to any required environmental permits or licenses.
(d) None of the Real Property is listed or registered as a hazardous waste site or listed in any other list, schedule, log, inventory or record of hazardous waste sites maintained by any applicable EU, Danish, any other nationality applicable to the Company’s Subsidiaries or local agency.
(e) All reports and investigations commissioned or otherwise received by the Company, its Subsidiaries or any Shareholder concerning any of the Real Property and relating to Hazardous Materials have been disclosed to Buyer.
(f) There are not now, nor have there ever been, any aboveground or underground storage tanks located on, in or under any of the Real Property.
(g) There are not now, nor have there ever been, any xxxxx located on any of the Real Property.
(h) There are no other existing or potential liabilities or claims of any kind or character, whether known or unknown, whether definite, contingent or otherwise, for which the Company, its Subsidiaries, any Shareholder or any owner or occupant of any of the Real Property is or may be liable or responsible arising from the violation of any Environmental Law.
