Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Participant. Participant acknowledges that he or she has received, read and understood the Plan, the LLC Agreement, this Restricted Unit Agreement and is familiar with their terms and provisions. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement.
Representations of Participant. The Participant represents and agrees as follows:
Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan, and the Award Agreement, and agrees to abide by and be bound by their terms and conditions.
Representations of Participant. Participant hereby represents and warrants to Assignee as follows:
(i) Participant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware;
(ii) Participant has the power and authority, and has taken all necessary and proper limited liability company action to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby;
(iii) this Agreement has been duly authorized, executed and delivered by Participant and, assuming the due authorization, execution and delivery of this Agreement by Assignee, constitutes the valid and binding obligation of Participant enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally;
(iv) Participant is the owner of the Participation Interest and has requisite power and authority to sell, assign, and transfer all its rights and interests in the Participation Interest and the Participation Agreement;
(v) the execution, performance and delivery of this Agreement does not conflict with, or result in a breach of or default under, Participant’s certificate of formation or limited liability company agreement, any agreement or instrument to which Participant is a party, or any federal, state or local law, regulation, ruling or interpretation to which Participant is subject;
(vi) the Participation Interest is conveyed to Assignee free and clear of all liens, claims, or encumbrances but subject to the Participation Agreement; and
(vii) except as would not have material adverse effect on the Participation Interest taken as a whole, Participant does not believe, nor does it have any reason to believe, that any of the Loans underlying the Participation Interest are in non-accrued status as of the Effective Date.
Representations of Participant. Participant hereby (a) accepts the award of Restricted Shares described in paragraph 1, (b) agrees that the Restricted Shares will be held by him or her and his or her successors subject to (and will not be disposed of except in accordance with) all of the restrictions, terms and conditions contained in this Agreement and the Plan, (c) represents that he or she is acquiring the Restricted Shares for investment and not with a view to or for resale or distribution thereof, (d) understands that the transfer or resale of the Restricted Shares may be subject to restriction under the Securities Act of 1933, as amended, or any applicable state securities laws, and (e) agrees that any certificates issued for the Restricted Shares may bear the following legend or such other legend as the Company, from time to time, deems appropriate: “The transferability of this certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture) contained in the Hurco Companies, Inc. 2008 Equity Incentive Plan, and an Award Agreement entered into between the registered owner and Hurco Companies, Inc. Copies of the Plan and Award Agreement are on file in the office of the Secretary of Hurco Companies, Inc.”
Representations of Participant. Participant represents that:
1. it has the necessary corporate and/or legal authority to accept this Annex J and to perform each and every obligation imposed by this Annex J; and
Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan, the Grant Notice and the Option Agreement. Participant agrees to abide by and be bound by their terms and conditions. To the extent the Shares are issued in uncertificated form, Participant also acknowledges and agrees that this Exercise Notice constitutes the notice required by Section 151(f) of the Delaware General Corporation Law.
Representations of Participant. Participant hereby represents and warrants to the Company as follows:
(a) Participant has full legal power, authority, and capacity to execute and deliver this Agreement and to perform Participant's obligations under this Agreement; and this Agreement is a valid and binding obligation of Participant, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(b) Participant is aware of the public availability on the Internet at xxx.xxx.xxx of the Company's periodic and other filings made with the United States Securities and Exchange Commission.
(c) Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled or terminated by the Company, in its sole discretion, at any time; provided, however, that no such amendment may be made by the Board or Committee, as the case may be, which in any material respect, impairs the rights of Participant without Participant’s consent, except for such amendments which are made to cause the Plan to qualify for the exemption provided by Rule 16b-3 or to be in compliance with the provisions of Section 162(m). The grant of RSUs represents a one-time benefit and does not create any contractual right or other right to receive RSUs or benefits in lieu of RSUs in the future.
(d) Participant acknowledges and agrees that Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation outside the scope of Participant’s employment contract, if any. The RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, service awards, pension, or retirement benefits or similar payments.
Representations of Participant. The Participant represents, warrants, agrees and undertakes as follows:
4.1. It agrees and acknowledges that this Agreement shall only come into effect in case the Participant will be selected to participate in the final stage of the Competition.
4.2. It is the sole owner of the Idea for Format and any materials related thereto, including but not limited to, all intellectual property rights, copyrights, moral rights, and international distribution and Commercialization rights and its execution of this Agreement does not constitutes as violation of such third party's rights.
4.3. It has the right and power to enter into and perform this Agreement including the grant of the Distribution License as set forth herein.
4.4. There are no contractual and/or legal obstacles precluding the Participant from entering into this Agreement and carrying out its undertakings hereunder, and its undertakings to any third parties do not and will not conflict with its obligations hereunder.
4.5. The Idea for Format is an original work and does not violate or infringe any existing copyright.
4.6. The Idea for Format does not contain any information resulting in breach of copyright and/or related rights, other intellectual property rights, contract rights, civil rights and/or other rights of third parties.
4.7. There is no pending resolution regarding any proceeding and/or aspiration related to the Idea for Format or any derivatives thereof, and it has no knowledge of any claim that in this sense may be arisen by any third party.
4.8. It shall perform its obligations under this Agreement in conformity with the requirements set forth in this Agreement, in a good manner and standards and in cooperation with Armoza.
4.9. It shall not develop and/or distribute and/or market and/or sell the Idea for Format and/or the Developed Format and/or any part thereof directly by itself or by a third party on its behalf, in any country worldwide, except through Armoza, unless it has received prior authorization in writing by Armoza.
4.10. It is aware of the fact that the Developed Format can be changed as part of its adaptation for a Local Version and it waives in advance any claim and/or demand regarding such changes.
4.11. It agrees and acknowledges that screen credits are subject to the discretion of local broadcasters and to Armoza's business judgement in accordance with the local industry custom and practice in each territory, and the Participant waives in advance any claim and/or demand w...
