Xxxxxxxxx Representations and Warranties. As defined in Section 9.
Xxxxxxxxx Representations and Warranties. Each Investor represents and warrants with respect to only itself that:
Xxxxxxxxx Representations and Warranties. Xxxxxxxx hereby represents and warrants to ThermoView as follows:
Xxxxxxxxx Representations and Warranties. Xxxxxxxxx hereby represents and warrants that:
Xxxxxxxxx Representations and Warranties. Xxxxxxxx represents and ----------------------------------------- warrants to the Corporation that (i) Xxxxxxxx has the full power and authority to enter into this Agreement and to perform hereunder, and (ii) Xxxxxxxx'x execution and delivery of this Agreement does not violate or contravene any other agreement by which Xxxxxxxx is bound. These representations and warranties shall survive the execution hereof.
Xxxxxxxxx Representations and Warranties. Xxxxxxxx represents that he has read carefully and fully understands the terms of this Agreement, and that Xxxxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this Agreement. Xxxxxxxx acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of this Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of this Agreement, other than those set forth in this Agreement. Xxxxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx terminated, that the provisions of Section 1 of this Agreement are in lieu of any and all payments and benefits to which Xxxxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxxxxx will not be reemployed by Xxxxxx, and that Xxxxxxxx will not apply for or otherwise seek employment with Xxxxxx or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than under Section 1.2) until the seven (7) day revocation period provided for under the General Release has passed, and then, only if he has not revoked the General Release (such period during which no such revocation has occurred, the “Revocation Period”); provided, however, that if such revocation occurs, Xxxxxx and Xxxxxxxx acknowledge that the parties will retain or be restored to all rights under the Employment Agreement or otherwise that applied absent signing of this Agreement, the General Release and the Company Release.
Xxxxxxxxx Representations and Warranties. Xxxxxxxxx hereby represents and warrants to GMS and its designees as of the date hereof and as of each closing, as follows: (a) Xxxxxxxxx and his designees under this Agreement are sophisticated in financial matters and are each able to evaluate the risks and benefits attendant to the purchase of the shares under this Agreement, (b) Xxxxxxxxx or any of his designees has not relied upon any oral or written representations or assurances from GMS or any of its officers, directors, partners, affiliate, or designees or any other representatives or agents of such persons, (c) Xxxxxxxxx has had access to all of the filings made by Vector with the SEC pursuant to the Exchange Act and the Securities Act, in each case to the extent available publicly accessible via the SEC’s Electronic Data Gathering, Analysis and Retrieval system, (d) this Agreement has been validly executed and delivered by Xxxxxxxxx and, assuming the due authorization, execution and delivery thereof by GMS, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally, (e) the execution, delivery and performance of this Agreement by Xxxxxxxxx does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Xxxxxxxxx is a party which would prevent Xxxxxxxxx from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Xxxxxxxxx is subject, (f) Xxxxxxxxx acknowledges that he has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Xxxxxxxxx’x own legal counsel and investment and tax advisors and Xxxxxxxxx is relying solely on such counsel and advisors and not on any statements or representations of GMS or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.
Xxxxxxxxx Representations and Warranties. Xx. Xxxxxxxx represents and warrants to the Purchaser that the following representations and warranties are true as of the date hereof or will be true as of the Time of Closing:
Xxxxxxxxx Representations and Warranties. Dx. Xxxxxxxx hereby represents and warrants that (i) he is an inventor of the Device and, to the best of his knowledge, the only other persons or entities who participated in any significant manner in the conception or reduction to practice of the Device are Wxxxxxx Xxxxxx, Jxxxx Xxxxxx and Cxxxxxxxx Xxxxxxx, (ii) he has not granted any license with respect to any Device Rights or made any assignment of Device Rights and is under no obligation to grant any such license or to make any such assignment, other than as set forth herein, and (iii) the execution, delivery and performance of this Agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which he is a party or by which he is bound, including but not limited to any arrangement between Dx. Xxxxxxxx and any medical group or association with which he is affiliated and any arrangement between Dx. Xxxxxxxx or such a group and Linvatech or Bristol Mxxxx Squibb.
Xxxxxxxxx Representations and Warranties. Except for those matters disclosed in the Former Owner Agreements, the closing documents delivered by Xxxxxxxx and the Former Owner's at the closing of the Former Owner Agreement transactions, and in the Work Product, Xxxxxxxx represents and warrants to LLC as follows:
