Xxxxxxx’x Representations. Xxxxxxxx represents and warrants to the Company that (i) he is free to enter into this Agreement and (ii) this Agreement does not violate the terms of any other agreement to which Employee is a party or by which he is bound.
Xxxxxxx’x Representations. Xxxxxxxx hereby represents and warrants to Ixsys as follows:
Xxxxxxx’x Representations. In exchange for Insys’ waiver and release and the consideration described in this Section 1, which Xx. Xxxxxxx acknowledges to be good and valuable consideration for his obligations hereunder, Xx. Xxxxxxx hereby represents that he intends to fully settle any and all claims he may have against Insys as a result of his hire, employment or separation from employment with Insys. Xx. Xxxxxxx specifically represents, warrants and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Insys Group with any court of law, or local, state or federal government or agency; (b) he has been properly paid for all hours worked for Insys, and that all commissions, bonuses and other compensation due to him has been paid, with the exception of (i) his final payroll check for his salary through the Separation Date above, which will be paid on the next regularly scheduled payroll date and (ii) any options to purchase the Insys’ common stock under any of the Insys’ option plan(s) which shall be governed by the terms of the applicable plan document and award agreements as adjusted by the accelerated vesting set forth in this Section 1 below; and (c) he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of Insys. If any of these statements are not true, Xx. Xxxxxxx cannot sign this Agreement and must notify Insys immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify Xx. Xxxxxxx from receiving these benefits, but will require Insys’ review and consideration.
Xxxxxxx’x Representations. By executing and delivering this Agreement, Xxxxxxx acknowledges that Xxxxxxx has carefully read this Agreement and, in entering this Agreement, he is receiving consideration to which he was not otherwise entitled but for his entry into this Agreement. Xxxxxxx further represents that he fully understands the final and binding effect of this Agreement; the only promises made to Xxxxxxx to sign this Agreement are those stated in this Agreement; and Xxxxxxx is signing this Agreement knowingly, voluntarily and of Xxxxxxx'x own free will, and that Xxxxxxx understands and agrees to each of the terms of this Agreement.
Xxxxxxx’x Representations. In connection with this Agreement, Xxxxxxx ------------------------- hereby represents and warrants to the Company as follows:
Xxxxxxx’x Representations. Xx. Xxxxxxx agrees and acknowledges that she has not suffered any job-related wrongs or injuries for which she might be still entitled to compensation or relief, such as an injury for which she might receive a workers’ compensation award in the future. Xx. Xxxxxxx further represents that she has been offered all rights available to her under the Family Medical Leave Act, the Fair Labor Standards Act, and the Uniformed Services Employment and Reemployment Rights Act, if applicable, and has not been retaliated in any manner for doing so. Xx. Xxxxxxx understands that Schwab relied on this representation in entering into this Agreement with her. Xx. Xxxxxxx also represents that she knows of no commission or omission of any act by any employee or agent of Schwab that constitutes, or might reasonably constitute, a violation of Xxxxxx’x Code of Business Conduct and Ethics or Compliance Manual, or Xxxxxx’x legal obligations of which she is aware (or reasonably should have been aware), that has not already been brought to Xxxxxx’x attention or that Xx. Xxxxxxx can reasonably expect to have been brought to Xxxxxx’x attention. Xx. Xxxxxxx agrees that she will as promptly as reasonably possible notify Schwab of any such acts or omissions to act that occurred during and relating to her employment with Schwab and/or come to her attention after the date of this Agreement.
Xxxxxxx’x Representations. Xxxxxxx hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Xxxxxxx do not and shall not conflict with, breach, violate or cause a default under any contract, agreement instrument, order, judgment or decree to which Xxxxxxx is a party or by which Xxxxxxx is bound, (ii) Xxxxxxx is not a party to or bound by any employment agreement, noncompete agreement, confidentiality agreement or any similar agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Xxxxxxx, enforceable in accordance with its terms, except as such enforceability may be limited by law (including bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)).
Xxxxxxx’x Representations. Hershey hereby represents and warrants to Callebaut that the following are true and correct as of the effective date of this Agreement:
1. Hershey has full power to execute and perform its obligations under this Agreement and to perform the covenants and transactions contemplated hereby;
2. Hershey is not a party to, nor will it become a party to during the Term, any agreement which restricts or otherwise is in conflict with the terms of this Agreement;
3. all corporate action on the part of Hershey, its officers and directors, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Hershey hereunder have been taken; and
4. this Agreement constitutes a valid and legally binding obligation of Hershey enforceable in accordance with its terms.
Xxxxxxx’x Representations. XXXXXXX hereby warrants and represents to ATG as follows, each of which representation and warranty is material and is being relied upon by ATG and each of which is true at and as of the date hereof and upon exercise of the Option:
Xxxxxxx’x Representations. (a) Xxxxxxx represents that Xxxxxxx has received all leaves (paid and unpaid) that Xxxxxxx was owed or could be owed by the Company and each of the other Company Parties and Xxxxxxx has received all salary, bonuses and other compensation that Xxxxxxx has been owed by the Company Parties as of the date that Xxxxxxx executes this Agreement (which amount does not include the consideration described in Section 2 above).
(b) By executing and delivering this Agreement, Xxxxxxx expressly acknowledges that:
(i) Xxxxxxx has carefully read this Agreement;
(ii) Xxxxxxx has had sufficient time to consider this Agreement before the execution and delivery hereof to the Company;
(iii) Xxxxxxx is receiving, pursuant to this Agreement, consideration in addition to anything of value to which he is already entitled, and Xxxxxxx is not otherwise entitled to the consideration set forth in this Agreement, but for his entry into this Agreement and, if applicable, his entry into the Confirming Release;
(iv) Xxxxxxx is not aware of any material act or omission on the part of any Company employee (including Xxxxxxx), director or agent that may have violated any applicable law or regulation or otherwise exposed the Company or any other Company Party to any liability, whether criminal or civil, whether to any government, individual, shareholder or other entity that Xxxxxxx has not previously communicated to Xxxxx Xxxxxxx LLP. Xxxxxxx has disclosed to the Company all transactions since January 1, 2016 in which the Company was or is a participant, the amount involved exceeded $120,000, and in which Xxxxxxx has or will have a direct or indirect interest. Further, Xxxxxxx’x responses to any inquiries in connection with the internal review conducted by the Company and Xxxxx Xxxxxxx LLP have been true and correct and did not misstate or omit any material responsive information.
(v) Xxxxxxx fully understands the final and binding effect of this Agreement; the only promises made to Xxxxxxx to sign this Agreement are those stated herein; and Xxxxxxx is signing this Agreement knowingly, voluntarily and of Xxxxxxx’x own free will, and that Xxxxxxx understands and agrees to each of the terms of this Agreement;
(vi) The only matters relied upon by Xxxxxxx and causing Xxxxxxx to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and
(vii) No Company Party has provided any tax or legal advice regarding this Agreement and Xxxxxxx has had an adequat...
