Xxxxxxxx’x Representations. BLAUFARB represents he has the ability and experience to develop and manage a marketing and sales program; that based on reasonable assumptions made by him, his personal sales, exclusive of EMPLOYER'S sales, for NFL products should reach $2,000,000 at the end of the first Calendar period of this Agreement, ending December 31, 2000; $5,900,000 at the end of the second Calendar period, ending December 31, 2001; and $9,800,000 at the end of the third Calendar period, ending December 31, 2002.

Xxxxxxxx’x Representations. XxXxxxxx specifically represents, warrants, and confirms that he: a. has not made any claims or allegations to the Company related to racial, religious, or sexual harassment or sexual abuse, and that none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse; b. has received or will receive pursuant to the terms of this Agreement all salary, wages, commissions, bonuses, and other compensation due to him; c. to the extent applicable, has previously reported any workplace injury in writing and is unaware of any facts that could give rise to a worker’s compensation claim that has not already been filed; and d. has been provided all leave that he requested, and is not aware of any facts that would give rise to a claim under FMLA or any other state or local leave law.

Xxxxxxxx’x Representations x. Xxxxxxxx represents and warrants that as of the date on which Xxxxxxxx signed this Agreement, Xxxxxxxx has not filed any claims, complaints, charges, or lawsuits against any of the Released Parties with any governmental agency or with any state or federal court for or with respect to a matter, claim, or incident, which occurred or arose out of one or more occurrences that took place on or prior to the date on which Xxxxxxxx signed this Agreement. Xxxxxxxx further represents and warrants that as of the date he signed this Agreement, Xxxxxxxx has made no assignment, sale, delivery, transfer or conveyance of any rights Xxxxxxxx has asserted or may have against any of the Released Parties with respect to any Released Claim. x. Xxxxxxxx represents and warrants that (i) as of the date on which Xxxxxxxx signed this Agreement, Xxxxxxxx has good and valid title to all of the Units held by Xxxxxxxx, and (iii) as of the date Xxxxxxxx signed this Agreement, Xxxxxxxx has never made any assignment, sale, delivery, transfer or conveyance of such Units. c. By executing and delivering this Agreement, Xxxxxxxx acknowledges that Xxxxxxxx has carefully read this Agreement and that some of the consideration Xxxxxxxx is receiving under this Agreement he was not otherwise entitled to receive, but for Xxxxxxxx’x entry into this Agreement. Xxxxxxxx further represents that Xxxxxxxx fully understands the final and binding effect of this Agreement; the only promises made to Xxxxxxxx to sign this Agreement are those stated in this Agreement; and Xxxxxxxx is signing this Agreement knowingly, voluntarily and of Xxxxxxxx’x own free will and with full understanding of the legal and tax consequences of this Agreement; and Xxxxxxxx understands and agrees to each of the terms of this Agreement.

Xxxxxxxx’x Representations. All representations, warranties and covenants of Xxxxxxxx contained in this Agreement will remain operative and in full force and effect (but only as of the date they were made and as of the date of Closing) for a period of one year after the Closing, regardless of any investigation made by or on behalf of the parties to this Agreement. Except for Xxxxxxxx'x obligations under Section 11, Xxxxxxxx'x representations, warranties and covenants contained in this Agreement will terminate as of the termination of this Agreement in accordance with its terms.

Xxxxxxxx’x Representations. As of the Close of Escrow, the representations and warranties made by Xxxxxxxx to Authority in this Agreement shall be true.

Xxxxxxxx’x Representations. Xx. Xxxxxxxxx represents and warrants to Employer that he is aware of the essential functions of his position set forth in Section 2 above, and that he is able to perform all of the essential functions of CEO and the Playa Appointments with or without a reasonable accommodation under the law. Further, except as otherwise identified in this Agreement, Xx. Xxxxxxxxx is not now under any obligation of a contractual or other nature to any person, business or other entity which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.

Related to Xxxxxxxx’x Representations

Tax Representations (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax. (b) The Company and the Subsidiaries are not in violation of any material applicable tax information reporting and tax withholding obligations (or with notice or lapse of time, or both, would be in violation). Except as disclosed on Schedule 8.02, the Company and the Subsidiaries have timely withheld from, and paid over to the appropriate Taxing Authorities, and have properly reported all salaries, wages, and other compensation. Each life insurance and annuity product issued, sold or administered by, or on behalf of, the Company and the Subsidiaries has been, and is, in compliance in all material respects with Sections 72, 817, 7702 and/or 7702A of the Code.
Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:
Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.
REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:
Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award.
Accuracy of Representations All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.
Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
Payee Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

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