Common use of Xxxxxxx Representations Clause in Contracts

Xxxxxxx Representations. Xxxxxx hereby represents and warrants to the Company that: (a) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof; (b) it has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (c) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available thereunder and that there is no right by it to have the Option Shares registered by the Company under the Act; (d) it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) above; (e) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (i) The certificates evidencing the Option Shares may bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 14, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Xxxxxxx Representations. (a) Xxxxxx hereby represents that Xxxxxx has received all leaves (paid and warrants to unpaid) that Xxxxxx was owed or could be owed by the Company and each of the other Company Parties and Xxxxxx has received all salary, bonuses and other compensation that Xxxxxx has been owed by the Company Parties as of the date that Xxxxxx executes this Confirming Release (which amount does not include the consideration described in Section 2 of the Separation Agreement). (b) By executing and delivering this Confirming Release, Xxxxxx expressly acknowledges that: (ai) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereofXxxxxx has carefully read this Confirming Release; (bii) No material changes have been made to this Confirming Release since it was first provided to Xxxxxx and Xxxxxx has received a copy had at least 21 days to consider this Confirming Release before the execution and delivery hereof to Company; (iii) Xxxxxx has been advised, and hereby is advised in writing, to discuss the Separation Agreement and this Confirming Release with an attorney of all reports Xxxxxx’x choice and documents required Xxxxxx has had an adequate opportunity to be filed do so prior to executing this Confirming Release; (iv) Xxxxxx fully understands the final and binding effect of this Confirming Release; the only promises made to Xxxxxx to sign this Confirming Release are those stated herein; and Xxxxxx is signing this Confirming Release knowingly, voluntarily and of Xxxxxx’x own free will, and that Xxxxxx understands and agrees to each of the terms of this Confirming Release; (v) The only matters relied upon by Xxxxxx and causing Xxxxxx to sign this Confirming Release are the Company with the Commission pursuant to the Exchange Act provisions set forth in writing within the last 24 months four corners of this Confirming Release and all reports issued by the Company to its stockholders;Separation Agreement; and (c) it understands Other than matters previously disclosed to the Board and outside auditors, Xxxxxx is not aware of any material act or omission on the part of any Company employee (including Xxxxxx), director or agent that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 ("1933 Act") may have violated any applicable law or an exemption therefrom is available thereunder and that there is no right by it to have the Option Shares registered by regulation or otherwise exposed the Company under the Act; (d) it has had both the opportunity or any other Company Party to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and any liability, whether criminal or civil, whether to obtain any additional information to the extent the Company possesses government, individual, shareholder or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) above; (e) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (i) The certificates evidencing the Option Shares may bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Actother entity." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 14, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Xxxxxxx Representations. (a) Xxxxxx hereby represents that Xxxxxx has received all leaves (paid and warrants to unpaid) that Xxxxxx was owed or could be owed by the Company and each of the other Company Parties and Xxxxxx has received all salary, bonuses and other compensation that Xxxxxx has been owed by the Company Parties as of the date that Xxxxxx executes this Agreement (which amount does not include the consideration described in Section 2 above). (b) By executing and delivering this Agreement, Xxxxxx expressly acknowledges that: (ai) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereofXxxxxx has carefully read this Agreement; (bii) No material changes have been made to this Agreement since it was first provided to Xxxxxx and Xxxxxx has received a copy of all reports had at least 21 days to consider this Agreement before the execution and documents required delivery hereof to be filed by the Company with the Commission Company; (iii) Xxxxxx is receiving, pursuant to this Agreement, consideration in addition to anything of value to which he is already entitled, and Xxxxxx is not otherwise entitled to the Exchange Act consideration set forth in this Agreement, but for his entry into this Agreement; (iv) Xxxxxx has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Xxxxxx’x choice and Xxxxxx has had an adequate opportunity to do so prior to executing this Agreement; (v) Xxxxxx fully understands the final and binding effect of this Agreement; the only promises made to Xxxxxx to sign this Agreement are those stated herein; and Xxxxxx is signing this Agreement knowingly, voluntarily and of Xxxxxx’x own free will, and that Xxxxxx understands and agrees to each of the terms of this Agreement; (vi) The only matters relied upon by Xxxxxx and causing Xxxxxx to sign this Agreement are the provisions set forth in writing within the last 24 months four corners of this Agreement; and (vii) No Company Party has provided any tax or legal advice regarding this Agreement and all reports issued by Xxxxxx has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Xxxxxx’x own choosing such that Xxxxxx enters into this Agreement with full understanding of the Company to its stockholders;tax and legal implications thereof. (c) it understands Other than matters previously disclosed to the Board and outside auditors, Xxxxxx is not aware of any material act or omission on the part of any Company employee (including Xxxxxx), director or agent that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 ("1933 Act") may have violated any applicable law or an exemption therefrom is available thereunder and that there is no right by it to have the Option Shares registered by regulation or otherwise exposed the Company under the Act; (d) it has had both the opportunity or any other Company Party to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and any liability, whether criminal or civil, whether to obtain any additional information to the extent the Company possesses government, individual, shareholder or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) above; (e) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (i) The certificates evidencing the Option Shares may bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Actother entity." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 14, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Xxxxxxx Representations. (a) Xxxxxx hereby represents that Xxxxxx has received all leaves (paid and warrants to unpaid) that Xxxxxx was owed or could be owed by the Company and each of the other Company Parties and Xxxxxx has received all salary, bonuses and other compensation that Xxxxxx has been owed by the Company Parties as of the date that Xxxxxx executes this Agreement (which amount does not include the consideration described in Section 2 above). (b) By executing and delivering this Agreement, Xxxxxx expressly acknowledges that: (ai) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereofXxxxxx has carefully read this Agreement; (bii) No material changes have been made to this Agreement since it was first provided to Xxxxxx and Xxxxxx has received a copy of all reports had at least twenty-one (21) days to consider this Agreement before the execution and documents required delivery hereof to be filed by the Company with the Commission Company; (iii) Xxxxxx is receiving, pursuant to this Agreement, consideration in addition to anything of value to which he is already entitled; (iv) Xxxxxx has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Xxxxxx’x choice and Xxxxxx has had an adequate opportunity to do so prior to executing this Agreement; (v) Xxxxxx fully understands the Exchange Act final and binding effect of this Agreement; the only promises made to Xxxxxx to sign this Agreement are those stated herein; and Xxxxxx is signing this Agreement knowingly, voluntarily and of Xxxxxx’x own free will, and that Xxxxxx understands and agrees to each of the terms of this Agreement; (vi) The only matters relied upon by Xxxxxx and causing Xxxxxx to sign this Agreement are the provisions set forth in writing within the last 24 months four corners of this Agreement; and (vii) No Company Party has provided any tax or legal advice regarding this Agreement and all reports issued by Xxxxxx has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Xxxxxx’x own choosing such that Xxxxxx enters into this Agreement with full understanding of the Company to its stockholders;tax and legal implications thereof. (c) it understands Xxxxxx is not aware of any material act or omission on the part of any Company employee (including Xxxxxx), director or agent that it must bear may have violated any applicable law or regulation or otherwise exposed the economic risk of Company to any liability, whether criminal or civil, whether to any government, individual, shareholder or other entity that Xxxxxx has not previously communicated to Xxxxx Xxxxxxx LLP or Deloitte & Touche LLP. Further, Xxxxxx’x responses to any inquiries in connection with the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available thereunder and that there is no right by it to have the Option Shares registered internal review conducted by the Company under the Act;and Xxxxx Xxxxxxx LLP have been true and correct and did not misstate or omit any material responsive information. (d) it Xxxxxx has had both the opportunity complied, and will continue to ask questions comply, with all active litigation holds and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) above; (e) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as has provided herein; and (i) The certificates evidencing the Option Shares may bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 14, 1998, a copy of which is on file with the Company, or taken steps to preserve and may make available to the Company, all information covered by or pertinent to any active litigation hold, including, but not be transferredlimited to, pledged or disposed of except in accordance with the terms and conditions thereofany relevant information on personal devices, such as cellular telephones."