Representations and Acknowledgements. (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.
(b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.
(c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.
(d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement.
(e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.
Representations and Acknowledgements. For purposes of Sections 10-13 and 15 hereof, the term “Company” shall refer to not only the Company, but also, jointly and severally, any entity, directly or indirectly, through one or more intermediaries, controlled by, in control of, or under common control with, the Company (collectively, “Company Affiliates”). Executive acknowledges and agrees that: (i) among the most valuable and indispensable assets of the Company are its Confidential Information (defined below) and close relationships with its Customers (defined below) and Suppliers (defined below, which includes, without limitation, employees), which the Company has devoted and continues to devote a substantial amount of time, money and other resources to develop; (ii) in connection with Executive’s employment with the Company, Executive will be exposed to and acquire the Company’s Confidential Information and develop, at the Company’s expense and support, special and close relationships with the Company’s Customers and Suppliers; (iii) the Company’s Confidential Information and close Customer and Supplier relationships must be protected; (iv) this Section 10 is a material provision of this Agreement and the Company would not engage Executive hereunder but for the promises and acknowledgements that Executive makes in this Section 10; (v) to the extent required by law, the covenants in this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restricted and that such covenants do not impose a greater restraint on Executive than is necessary to protect the Company’s Confidential Information, close Customer and Supplier relationships and other legitimate business interests; (vi) Executive’s compliance with such covenants will not inhibit Executive from earning a living or from working in Executive’s chosen profession; and (vii) any breach of such covenants will result in the Company being placed at an unfair competitive disadvantage and cause the Company serious and irreparable harm to its business.
Representations and Acknowledgements. I accept and agree that (i) there are risks associated with the travel to and from the Location; (ii) the Location may maintain certain viruses, bacteria, and diseases (collectively, the “Diseases”) against which I am not immune or vaccinated, or against which, if contracted, may cause me serious harm or injury; (iii) the Diseases may be unique to the Location and not readily identifiable or determinable by the Parties at the time of this Agreement; (iv) the government, state, tribe, or any other political party controlling or governing the Location (collectively, a “Political Entity”) may not be stable, and as a result, the Location may experience political instability, social unrest, or any other similar dangers which may cause me harm or injury; (v) I may experience sickness, illness, or poor health during the Trip, which may require hospitalization, medicine, pharmaceuticals, or other medical treatment, and which may require emergency treatment in the Location or may require emergency medical extraction to the United States of America or another location; (vi) as of the date of this Agreement, or I will prior to the Start Date, disclose to TTI in writing any medical condition, ailment, allergy, predisposition, drug prescription, or any other medical event or fact that is or may be relevant to me or any medical treatment which I may receive during the Trip; (vii) my participation in the Trip is not covered by any insurance policy held by TTI, and in the event I desire insurance coverage relating to the Trip, I am required to obtain such insurance coverage at my sole cost and expense. Furthermore, I accept and agree that (i) I have been made aware of the global pandemic of COVID-19, the proper precautions to take, the proper hygiene methods, and the risks associated with COVID-19; (ii) I have been made aware of the fact that social distancing is a necessary cautionary step in the prevention and treatment of COVID-19; (iii) I have been given the opportunity to engage in social distancing in connection to my involvement in the Trip and/or to remain at home; (iv) if I feel sick or unwell at any time during the Trip, I will immediately provide written notice to TTI and immediately remove myself to a location during the Trip that does not harm or injure any person or party; (v) prior to the execution of this Agreement, I have conducted reasonable diligence as to whether I may have tested positive for COVID-19, and based upon my reasonable diligence, I do not ...
Representations and Acknowledgements. (i) Executive acknowledges (A) that he has read and understands the Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment and (B) that the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree and upon the execution and delivery of this Agreement by the parties, this Agreement shall be a valid and binding obligation, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
(ii) The Company represents and warrants that (A) it is fully authorized to enter into this Agreement and to discharge the obligations set forth in it, (B) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree and (C) upon the execution and delivery of this Agreement by the parties, this Agreement shall be a valid and binding obligation, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
Representations and Acknowledgements. The Parties agree, acknowledge and represent that:
a. the Parties have reviewed the terms and provisions of the Interim Critical Vendor Order and this Trade Agreement and consent to be bound by such terms and that this Trade Agreement is expressly subject to the procedures approved pursuant to the Interim Critical Vendor Order;
b. any payments made on account of the Agreed Supplier Claim shall be subject to the terms and conditions of the Critical Vendor Orders;
c. if Supplier refuses to supply goods or services to the Company as provided herein or otherwise fails to perform any of its obligations hereunder, the Company may exercise all rights and remedies available under the Interim Critical Vendor Order, the Bankruptcy Code, or applicable law; and
d. in the event of disagreement between the Parties regarding whether a breach has occurred, either Party may apply to the Court for a determination of their relative rights, in which event, no action may be taken by either Party, including, but not limited to, the discontinuing of shipment of goods from Supplier to the Company, until a ruling of the Court is obtained.
Representations and Acknowledgements. (a) The Adviser hereby represents and warrants to the Sub-Adviser that (i) this Agreement has been duly and validly authorized, executed and delivered on behalf of the Adviser and is a valid and binding agreement of the Adviser enforceable in accordance with its terms; and (ii) it has received a copy of the Sub-Adviser's Form ADV at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund.
(b) The Sub-Adviser hereby represents and warrants to the Adviser that this Agreement has been duly and validly authorized, executed and delivered on behalf of the Sub-Adviser and is a valid and binding agreement of the Sub-Adviser enforceable in accordance with its terms.
Representations and Acknowledgements. I represent and acknowledge that: (i) among the Companies’ most valuable and indispensable assets are its Confidential and Proprietary Information and its close relationships with its customers, suppliers and employees, which the Companies have devoted and continue to devote a substantial amount of time, money and other resources to develop; (ii) I am in a position of trust and confidence, and by working at the Companies, I will be exposed to and acquire the Companies’ Confidential and Proprietary Information and develop, at the Companies’ expense, special and close relationships with the Companies’ customers and suppliers; (iii) the Confidential and Proprietary Information and close customer, supplier and employee relationships must be protected; (iv) Sections 3-6 are material provision of this Agreement and the Companies would not employ me hereunder but for the agreements, promises and acknowledgements that I make in these Sections 3-6; and (v) to the extent required by law, the covenants in this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restricted and that such covenants do not impose a greater restraint on me than is necessary to protect the Companies’ Confidential and Proprietary Information, close customer and employee relationships and other legitimate business interests.
Representations and Acknowledgements x. Xxxxx hereby represents and warrants to WUC that (i) the execution, delivery and performance of this Agreement by Xxxxx does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Xxxxx is a party or by which he is bound and that Xxxxx is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent Xxxxx from entering into this Agreement or impair Xxxxx’x ability to perform all of Xxxxx’x duties and obligations hereunder, (ii) Xxxxx is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other Person, except for the Original Agreement, (iii) Xxxxx shall not use any confidential information or trade secrets of any third party in connection with the performance of his duties hereunder, and (iv) this Agreement constitutes the valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms. Xxxxx acknowledges and agrees that the provisions of Sections 4, 5, or 6 are in consideration of: (i) Xxxxx’x engagement by WUC and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Xxxxx expressly agrees and acknowledges that the restrictions contained Sections 4, 5, or 7 do not preclude Xxxxx from earning a livelihood, nor do they unreasonably impose limitations on Xxxxx’x ability to earn a living, and that such provisions shall survive the expiration of the Contract Term and the termination of Xxxxx’x services hereunder for any reason in accordance with their terms. In addition, Xxxxx agrees and acknowledges that the potential harm to WUC of its non-enforcement outweighs any harm to Xxxxx of its enforcement by injunction or otherwise. Xxxxx acknowledges that Xxxxx has carefully read this Agreement and has given careful consideration to the restraints imposed upon Xxxxx by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Xxxxx expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.
b. WUC hereby represents and warrants to Xxxxx that (i) the execution, delivery and performance of this Agreement by such entity does not and sh...
Representations and Acknowledgements. Each party hereto represents and warrants to each other party that:
Representations and Acknowledgements. The Guarantor represents and warrants to each of the Guarantee Beneficiaries that it has determined that its liability and obligation under this Guarantee may reasonably be expected to substantially benefit the Guarantor directly, and the board of directors of the Guarantor (or the equivalent thereof) has determined it is in the Guarantor’s interests to enter into this Agreement. The Guarantor has had full and complete access to the underlying papers relating to the Guaranteed Obligations and all other papers executed by any other Person in connection with the Guaranteed Obligations. The Guarantor is fully informed of all circumstances which bear upon the risks of executing this Guarantee which a diligent inquiry would reveal. The Guarantor has adequate means to obtain from each Obligor, on a continuing basis, information concerning the financial condition of such Obligors, and is not depending on any Guarantee Beneficiary to provide such information, now or in the future. The Guarantor agrees that no Guarantee Beneficiary shall have any obligation to advise or notify the Guarantor or to provide the Guarantor with any data or information. The Guarantor acknowledges receipt of a copy of all Transaction Documents and understands the obligations of each Obligor thereunder.
