Grouped Into 8 Collections of Similar Clauses From Business Contracts
This page contains Employee Representation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Employee Representation. Executive represents and warrants that, to Executive's knowledge, Executive's employment and obligations under this Agreement will not (a) breach any duty or obligation Executive owes to another or (b) violate any law, recognized ethics standard or recognized business custom.
Employee Representation. Executive represents and warrants that, to Executive's knowledge, that Executive's employment and obligations under this Agreement will not (a) (i) breach any duty or obligation Executive owes to another or (b) (ii) violate any law, recognized ethics standard or recognized business custom.
Employee Representation. Executive represents and warrants that, that to Executive's knowledge, Executive's her knowledge her employment and obligations under this Agreement will not (a) breach any duty or obligation Executive she owes to another or (b) violate any law, recognized ethics standard or recognized business custom.
Employee Representation. (a) The Employee hereby represents and warrants that the Employee's performance of the terms of this Agreement will not breach any written or oral agreement entered into by the Employee with a former employer or with any other third party. The Employee further represents and warrants that the Employee will not engage in additional employment or recreational activities that would in any way pose a conflict of interest with the Employment. (b) The Employee hereby confirms that the Employee is not ...owed any amounts or entitled to any benefits from the Company and/or its affiliates for any period of employment, consulting or services provided by the Employee prior to the Effective Date, whether to the Company or to any of its affiliated entities, and that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. (c) The Employee hereby acknowledges that the Employee's signing of the Undertaking constitutes a precondition of the Employment. The Employee further affirms that this Agreement and the Undertaking constitute the entire understanding of the Parties with respect to the subject matter hereof or otherwise to the Employee's employment with the Company, and supersede any and all understandings, agreements, promises, negotiations, proposals, discussions, understandings and arrangements whether oral or written, between the Company and the Employee. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement are conditioned upon the Employee's presenting to the Company and maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of this Agreement shall be null and void, and the Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee's work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or pursuant to this Agreement. 8 (e) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company or the Company's counsel in connection with this Agreement.View More
Employee Representation. (a) The Employee hereby represents and warrants to the Company that neither the execution or delivery of this Agreement by the Employee nor the performance by the Employee of the Employee's performance obligations hereunder, shall constitute a default under or a breach of the terms of any other agreement, contract, or other arrangement, whether written or oral, to which the Employee is a party or by which the Employee is bound, nor shall the execution or delivery of this Agreement will not breac...h any written or oral agreement entered into by the Employee with a former employer nor the performance by the Employee of his duties and obligations hereunder give rise to any claim or with charge against either the Employee or the Company, based upon any other third party. The contract or other arrangement, whether written or oral, to which the Employee is a party or by which the Employee is bound. Except as contained in a written agreement provided by Employee to the Company, the Employee further represents and warrants to the Company that he is not a party to or subject to any restrictive covenants, legal restrictions, or other agreement, contract, or arrangement, whether written or oral, in favor of any entity or person which would in any way preclude, inhibit, impair, or limit the Employee's ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements or non-solicitation agreements, provided that the the foregoing representation is limited by restrictions on disclosure of confidential information of Novartis which, to the best of Employee's knowledge will not unresonably inhibit, impair, or limit the Employee's ability to perform his obligations under this Agreement. (b) The Employee represents and warrants that during the Term, the Employee will not (i) take on employment or consulting positions for third parties or engage in additional employment or recreational activities that would in any way pose a conflict of interest with the Employment. (b) The Employee hereby confirms that Employment, nor will the Employee is not owed (ii) become party to an Agreement which would in any amounts or entitled way limit the Employee's ability to any benefits from perform the Company and/or its affiliates for any period of employment, consulting or services provided by the Employee prior Employee's obligations pursuant to the Effective Date, whether to the Company or to any of its affiliated entities, and that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. this Agreement. 11 (c) The Employee hereby acknowledges that the Employee's signing of the Undertaking Non-Disclosure and Non-Competition Agreement attached hereto as Schedule A (the "NDNC") constitutes a precondition of the Employment. The Employee further affirms that the terms of this Agreement and the Undertaking NDNC constitute the entire understanding of the Parties with respect to the subject matter hereof or otherwise to the Employee's employment with the Company, and supersede any and all understandings, agreements, promises, negotiations, proposals, discussions, understandings and arrangements previous understanding or agreement, whether oral or written, between the Company and the Employee. Parties. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement are conditioned upon the Employee's presenting to the Company and maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of this Agreement shall be null and void, and the Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee's work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or pursuant to this Agreement. 8 (e) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants herein set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement statement, or advice said or offered by the Company or the Company's counsel in connection with this Agreement. View More
Employee Representation. (a) The Employee hereby represents and warrants that the Employee's performance of the terms of this Agreement will not breach any written or oral agreement entered into by the Employee with a former employer or with any other third party. The Employee further represents and warrants that the Employee will not engage in additional employment or recreational activities that would in any way pose a conflict of interest with the Employment. (b) The Employee hereby confirms that the Employee is not ...owed any amounts or entitled to any benefits from the Company and/or its affiliates for any period of employment, consulting or services provided by the Employee prior to the Effective Date, whether to the Company or to any of its affiliated entities, and that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. (c) The Employee hereby acknowledges that the Employee's signing of the Confidentiality, Non-Solicitation and Ownership of Inventions Undertaking attached hereto as Schedule A (the "Undertaking") constitutes a precondition of the Employment. The Employee further affirms that this Agreement and the Undertaking constitute the entire understanding of the Parties with respect to the subject matter hereof or otherwise to the Employee's employment with the Company, and supersede any and all understandings, agreements, promises, negotiations, proposals, discussions, understandings and arrangements understanding or agreement, whether oral or written, between the Company and the Employee. Employee, including without limitation, that certain letter agreement between the Parties dated March 20, 2018. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement are conditioned upon the Employee's presenting to the Company and maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of this Agreement shall be null and void, and the Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee's work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations with respect to the Employee or pursuant to this Agreement. 8 (e) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company or the Company's counsel in connection with this Agreement. 5 9. Notices. All notices and other communications under this Agreement shall be in writing and shall be given by email or first-class mail, certified or registered, and shall be deemed to have been duly given three (3) days after mailing, twenty-four (24) hours after transmission of email, or immediately upon acknowledgement of receipt, as follows: If to the Company: GAMIDA CELL, INC. Attention: Julian Adams, CEO 673 Boylson St., Boston MA ***@*** If to the Employee: SHAI LANKRY [***] or as otherwise indicated as per the Company's personnel records for the Employee. View More
Employee Representation. (a) The Employee hereby represents and warrants that the Employee has not withheld any material information from the Company regarding any matter that would reasonably be expected to impact his ability to serve in the Position. Employee further represents and warrants that he has disclosed to the Company any information regarding the Employee that the Company would be required to disclose in SEC disclosure documents and/or registration statements, including without limitation any information rel...ating to his prior acts, events, and/or business experience. The Employee further represents and warrants that the Employee's performance of the terms of this Agreement will not breach any written or oral oral, formal or informal agreement entered into by the Employee with a former employer or with any other third party. (b) The Employee further represents warrants and warrants agrees that during the Term, the Employee will not (i) take on employment or consulting positions for third parties or engage in additional employment or recreational activities that would in any way pose a conflict of interest with the Employment. (b) The Employee Employment (provided that the Company hereby confirms that the Employee is Permitted Activities will not owed any amounts or entitled to any benefits from pose such a conflict of interest if they are as described in Schedule B and consistent with the Company and/or its affiliates for any period of employment, consulting or services provided by disclosed scope) nor will the Employee prior (ii) become party to an Agreement which would in any way limit the Effective Date, whether Employee's ability to perform the Company or Employee's obligations pursuant to any of its affiliated entities, and that the Employee has been paid in full any amounts which may be due to the Employee on the part of the Company and/or its affiliates on account of any such period of employment, consulting or services provided. this Agreement. (c) The Employee hereby acknowledges that the Employee's signing of the Undertaking constitutes a precondition of the Employment. The Employee further affirms Parties agree that this Agreement and the Undertaking any Schedules attached hereto constitute the entire understanding of the Parties with respect to the subject matter hereof or otherwise to the Employee's employment with the Company, and supersede any and all understandings, agreements, promises, negotiations, proposals, discussions, understandings and arrangements understanding or agreement, whether oral or written, between the Company and the Employee. (d) The Employee understands that the Employment and obligations of the Company pursuant to this Agreement are conditioned upon the Employee's presenting to the Company and maintaining, in each case as required by applicable law, authorization to work in the United States. It is understood that absent such work authorization, the terms of this Agreement shall be null and void, and the Company shall have no obligations hereunder. In the event that the Employee is actively employed by the Company at the time of a lapse in the Employee's work authorization for any reason, the Employment shall immediately terminate and the Company shall have no obligations Parties with respect to the subject hereof. The Employee or pursuant further acknowledges and agrees that he is not owed any amounts by the Company for any work previously performed by him on behalf of the Company other than any unpaid fee to which the Employee is entitled for service as a Director on the Company's Board prior to the Effective Date of this Agreement in accordance with applicable Company policies. (d) The Employee hereby acknowledges that the Employee's signing of the Non-Disclosure and Non-Competition Agreement attached hereto as Schedule A (the "NDNC") constitutes a precondition of the Employment under this Agreement. 8 (e) The Employee acknowledges that the Employee has been advised to obtain independent counsel to evaluate the terms, conditions and covenants herein set forth in this Agreement and its attached Schedule A, and the Employee has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the Company that the Employee has relied upon such independent counsel and not upon any representation (legal or otherwise), statement or advice said or offered by the Company or the Company's counsel in connection with this Agreement. View More
Employee Representation. (a) Employee represents that his/her performance of the terms of this Agreement and his/her employment by the Company hereunder does not and will not breach any agreement to keep in confidence or not to disclose information acquired by Employee in confidence or in trust prior to Employee's employment by the Company. Employee represents that he/she has not entered into, and he/she agrees he/she will not enter into, any agreement, either oral or written, in conflict herewith. (b) Employee understa...nds that, as part of the consideration for this Agreement and for Employee's employment or continued employment by the Company, Employee has not brought and will not bring with Employee to the Company, or use in the performance of Employee's duties and responsibilities for the Company, or otherwise on its behalf, any trade secrets or confidential or proprietary information, materials or documents of a former employer or other owner that are generally not available to the public, unless Employee has obtained express written authorization from the former employer or other owner for their possession and use and has provided the Company with a copy thereof. (c) Employee understands that during his/her employment for the Company he/she is not to breach any obligation of confidentiality or non-disclosure that Employee has to a former employer or any other person or entity, and agrees to comply with such understanding.View More
Employee Representation. (a) Employee represents that his/her her performance of all of the terms of this Agreement and his/her employment by the Company hereunder does not and will not breach any agreement arrangement to keep in confidence or not to disclose information acquired by Employee in confidence or in trust prior to Employee's employment by the Company. Employee represents that he/she she has not entered into, and he/she agrees he/she will not to enter into, any agreement, agreement either oral or written, wri...tten in conflict herewith. (b) Employee understands that, as part of the consideration for this Agreement and for Employee's employment or continued employment by the Company, that Employee has not brought and will not bring with Employee to the Company, or use in the performance of Employee's duties and responsibilities for the Company, Company or otherwise on its behalf, any trade secrets or confidential or proprietary information, materials or documents of a former employer or other owner that which are generally not available to the public, unless Employee has obtained express written authorization from the former employer or other owner for their possession and use and has provided the Company with a copy thereof. (c) Employee understands that during his/her her employment for the Company he/she she is not to breach any obligation of confidentiality or non-disclosure that Employee has to a former employer or any other person or entity, entity and agrees to comply with such understanding. Novan, Inc. 6 12. INDEMNIFICATION. Employee agrees to indemnify and hold harmless the Company, its directors, officers, agents and employees against any liabilities and expenses, including amounts paid in settlement, incurred by any of them in connection with any claim by any of Employee's prior employers that the termination of Employee's employment with such employer, Employee's employment by the Company, or use of any skills and knowledge by the Company is a violation of contract or law or otherwise violates the rights thereof. View More
Employee Representation. In exchange for the consideration described in Section 3, which the Employee acknowledges to be good and valuable consideration for his obligations hereunder, the Employee hereby represents that he intends to irrevocably and unconditionally fully and forever release and discharge any and all claims he may have, have ever had or may in the future have against the Employer Group that may lawfully be waived and released arising out of or in any way related to his hire, benefits, employment or separ...ation from employment with the Employer as further explained and in accordance with Section 4. The Employee specifically represents, warrants and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) he has been properly paid for all hours worked for the Employer Group, and that all overtime, commissions, bonuses and other compensation due to him has been paid, with the exception, as applicable, of his final payroll check for his wages through and including the Separation Date and any validly incurred and un-submitted requests for reimbursement, which will be paid on the next regularly scheduled payroll date for the pay period including the Separation Date or otherwise as soon as practicable. Any vested benefits under any of the Employer Group's employee benefit plans are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements is not true, the Employee cannot sign this Agreement and must notify the Employer Group immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group's review and consideration.View More
Employee Representation. In exchange for the consideration described in Section 3, which the Employee acknowledges to be good and valuable consideration for his obligations hereunder, the Employee hereby represents that he intends to irrevocably and unconditionally fully and forever release and discharge any and all claims he may have, have ever had or may in the future have against the Employer Group that may lawfully be waived and released arising out of or in any way related to his hire, benefits, employment or separ...ation from employment with the Employer as further explained and in accordance with Section 4. The Employee specifically represents, warrants and confirms that: (a) he he/she has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) he he/she has been properly paid for all hours worked for the Employer Group, Employer, and that all overtime, commissions, bonuses and other compensation due to him him/her has been paid, with the exception, as applicable, exception of his his/her final payroll check for his wages his/her salary and any other unpaid compensation through and including the Separation Date and any validly incurred and un-submitted requests for reimbursement, Date, which will be paid on the next regularly scheduled payroll date for the pay period including the Separation Date or otherwise as soon as practicable. Date. Any vested benefits under any of the Employer Group's employee benefit plans are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that he he/she has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements is are not true, the Employee cannot sign this Agreement and must notify the Employer Group immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group's review and consideration. View More
Employee Representation. In exchange for the consideration described in Section 3, which the Employee acknowledges to be good and valuable consideration for his Employee's obligations hereunder, the Employee hereby represents that he Employee intends to irrevocably and unconditionally fully and forever release and discharge any and all claims he Employee may have, have ever had or may in the future have against the Employer Group that may lawfully be waived and released arising out of or in any way related to his Employ...ee's hire, benefits, employment or separation from employment with the Employer Group, as further explained and in accordance with Section 4. The 5. Employee specifically represents, warrants and confirms that: (a) he Employee has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) he Employee has been properly paid for all hours worked for the Employer Group, and that all overtime, commissions, bonuses and other compensation due to him Employee has been paid, with the exception, as applicable, of his final payroll check for his wages through and including the Separation Date and any validly incurred and un-submitted requests for reimbursement, which will be paid on the next regularly scheduled payroll date for the pay period including the Separation Date or otherwise as soon as practicable. paid. Any vested benefits under any of the Employer Group's employee benefit plans are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that he Employee has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements is are not true, the Employee cannot sign this Agreement and must notify the Employer Group immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group's review and consideration. 1 3. Separation Benefits. (a) In consideration for Employee's execution, non-revocation of and compliance with this Agreement, including the waiver and release of claims in Section 5, Employer agrees to provide Employee the following: (i) a lump sum severance payment in an amount equal to 24 months of Employee's base salary as in effect immediately prior to the Separation Date, payable on the Effective Date; (ii) a lump sum payment equal to twenty four months of COBRA premiums based on the terms of Employer's group health plan and Employee's coverage under such plan as of the Separation Date (regardless of any COBRA election actually made by Employee or the actual COBRA coverage period under Employer's group health plan), payable on the Effective Date; and (iii) a lump sum bonus payment of $175,000, which benefits are contingent upon Employee's execution and non-revocation of this Agreement. (b) Employee understands, acknowledges and agrees that these benefits exceed what Employee is otherwise entitled to receive upon separation from employment without execution of this Agreement, and that these benefits are in exchange for executing this Agreement. Employee further acknowledges that Employee has no entitlement to any additional payment or consideration not specifically referenced herein. View More
Employee Representation. The Employee hereby represents and acknowledges to the Company that (a) the Company has advised the Employee to consult with an attorney of his or her choosing; (b) the Employee has had at least twenty-one (21) days to consider any waiver of his or her rights under the Age Discrimination in Employment Act of 1967, as amended ("ADEA") prior to signing this Agreement; (c) Employee agrees with the Company that changes to this agreement, if any, whether material or immaterial, will not restart the r...unning of this consideration period; (d) the Employee has disclosed to the Company any information in his or her knowledge, possession, custody, or control concerning any conduct involving the Company or its affiliates that the Employee has any reason to believe involves any false claims to the United States or is or may be unlawful or violates Company Policy in any respect; (e) the consideration provided to the Employee under this Agreement is sufficient to support the releases provided by the Employee under this Agreement and is in addition to anything of value to which he or she was already entitled; and (f) the Employee has not filed any charges, claims or lawsuits against the Company involving any aspect of the Employee's employment which have not been terminated as of the Effective Date of this Agreement. The Employee understands that the Company regards the representations made by him or her as material, and that the Company is relying on these representations in entering into this Agreement.View More
Employee Representation. The Employee hereby represents and acknowledges to the Company that (a) the Company has advised the Employee to consult with an attorney of his or her choosing; (b) the Employee has had been offered at least twenty-one (21) days from the Notice Date to consider any waiver of his or her rights under the Age Discrimination in Employment Act of 1967, as amended ("ADEA") prior to signing this Agreement; (c) Employee agrees with the Company that changes to this agreement, if any, whether material or ...immaterial, will not restart the running of this twenty-one (21)-day consideration period; (d) the Employee has disclosed to the Company any information in his or her knowledge, possession, custody, or control concerning any conduct involving the Company or its affiliates that the Employee has any reason to believe believes involves any false claims by the Company to the United States or that Employee believes is or may be unlawful or violates any material Company Policy in any material respect; (e) the consideration provided to the Employee under this Agreement is sufficient to support the releases provided by the Employee under this Agreement and is in addition to anything of value to which he or she was already entitled; and (f) the Employee has not filed any charges, claims or lawsuits against the Company involving any aspect of the Employee's employment which have not been terminated as of the Effective Date of this Agreement. The Employee understands that the Company regards the representations made by him or her as material, and that the Company is relying on these representations in entering into this Agreement. View More
Employee Representation. The Executive represents, warrants and covenants that (i) to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Internal Revenue Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof; (ii) that he has read and understands this Agreement, is ful...ly 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, (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject, (iv) the Executive shall keep all terms of this Agreement confidential, except with respect to disclosure to the Executive's spouse, accountants or attorneys, each of whom shall agree to keep all terms of this Agreement confidential, and (v) the Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding and other taxes and charges that the Company is required to withhold. Prior to execution of this Agreement, the Executive was advised by the Company of the Executive's right to seek independent advice from an attorney of the Executive's own selection regarding this Agreement. The Executive acknowledges that the Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel.View More
Employee Representation. The Executive represents, warrants and covenants that (i) to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Internal Revenue Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof; (ii) that he has read and understands this Agreement, is ful...ly 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, (ii) Executive has the full right, authority and capacity to enter into this Agreement and perform Executive's obligations hereunder, (iii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive's duties and obligations to the Company hereunder during or after the Term, (iv) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject, (iv) and (v) the Executive shall keep all terms of this Agreement confidential, except with respect to disclosure to the Executive's spouse, accountants or attorneys, each of whom shall agree to keep all terms of this Agreement confidential, and (v) the Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding and other taxes and charges that the Company is required to withhold. Prior to execution of this Agreement, the Executive was advised by the Company of the Executive's right to seek independent advice from an attorney of the Executive's own selection regarding this Agreement. The Executive acknowledges that the Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. confidential. View More
Employee Representation. Employee represents and warrants that Employee (i) has been paid all compensation owed (including, but not limited to, overtime and bonus compensation) and for all hours worked; (ii) has received all the leave and leave benefits and protections for which Employee was eligible, pursuant to the Family and Medical Leave Act or otherwise, and (iii) has not suffered any on-the-job injury for which Employee has not already filed a claim. Employee acknowledges that he or she has read and fully understa...nds the provisions of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee intends the releases set forth in this Agreement to include all claims encompassed by paragraph 4, whether known and/or unknown, to waive and relinquish every right or benefit he or she has, had, or may have under California Civil Code section 1542, and intend his or her release to extend to, and include without limitation all claims which are presently unknown, unanticipated and/or unsuspected. Employee further acknowledges and agrees that California Labor Code section 206.5 is not applicable to the resolution of this matter. That section provides in pertinent part as follows: No employer shall require the execution of any release of any claim or right on account of wages due, or to become due, or made as an advance on wages to be earned, unless payment of such wage has been made. In connection with the foregoing, Employee acknowledges, agrees, represents and warrants that, at all times relevant to Employee's employment with ViewRay, Employee has been fully and properly paid for all time worked, or there is otherwise a genuine, reasonable, and good faith dispute between the parties with respect to same, and that, by this Agreement, Employee is releasing any claim to entitlement for any recovery of any nature whatsoever arising out of any such claim.View More
Employee Representation. Employee represents and warrants that Employee (i) has been paid all compensation owed (including, but not limited to, overtime and bonus compensation) and for all hours worked; (ii) has received all the leave and leave benefits and protections for which Employee was eligible, pursuant to the Family and Medical Leave Act or otherwise, and (iii) has not suffered any on-the-job injury for which Employee has not already filed a claim. Employee acknowledges that he or she has read and fully understa...nds the provisions of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee intends the releases set forth in this Agreement to include all claims encompassed by paragraph 4, whether known and/or unknown, to waive and relinquish every right or benefit he or she has, had, or may have under California Civil Code section 1542, and intend his or her release to extend to, and include without limitation all claims which are presently unknown, unanticipated and/or unsuspected. Employee further acknowledges and agrees that California Labor Code section 206.5 is not applicable to the resolution of this matter. That section provides in pertinent part as follows: No employer shall require the execution of any release of any claim or right on account of wages due, or to become due, or made as an advance on wages to be earned, unless payment of such wage has been made. In connection with the foregoing, Employee acknowledges, agrees, represents and warrants that, at all times relevant to Employee's employment with ViewRay, Employee has been fully and properly paid for all time worked, or there is otherwise a genuine, reasonable, and good faith dispute between the parties with respect to same, and that, by this Agreement, Employee is releasing any claim to entitlement for any recovery of any nature whatsoever arising out of any such claim. 3 7. Taxes and Indemnification. Employee agrees to pay any and all taxes (other than payroll taxes) found to be owed from the Severance Package or other payments made pursuant to this Agreement and to indemnify and hold ViewRay harmless for any federal, state and local tax liability, including taxes, interest, penalties or the like, and required withholdings, which may be or is asserted against or imposed upon the Released Parties by any taxing authority based upon any amounts paid to Employee as a result of Employee's non-payment of taxes of such amounts for which Employee is legally responsible. Employee understands and agrees that any necessary tax documentation may be filed by ViewRay with regard to any payments made pursuant to this Agreement. Employee and ViewRay acknowledge that nothing herein shall constitute tax advice to the other Party. View More
Employee Representation. Employee warrants and represents that (a) he has not filed or authorized the filing of any complaints, charges or lawsuits against the Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Employee, such a complaint, charge or lawsuit has been filed on his behalf, he will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and has been paid all compensation, wages, bonuses, ...commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement, (c) he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law, (d) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject, and (e) upon the execution and delivery of this Agreement by the Company and Employee, this Agreement will be a valid and binding obligation of Employee, enforceable in accordance with its terms.View More
Employee Representation. Employee warrants and represents that (a) he Employee has not filed or authorized the filing of any complaints, charges or lawsuits against the Company or any affiliate of the Company with any governmental agency or court, court regarding any claims released in this Agreement, and that if, unbeknownst to Employee, such a complaint, charge or lawsuit has been filed on his Employee's behalf, he Employee will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked a...s of the date of this Agreement and Employee has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he Employee may be entitled and no other compensation, wages, bonuses, paid time off, commissions and/or benefits are due to him, Employee, except as provided in this Agreement, (c) he Employee has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law, law counterpart, (d) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject, (e) Employee has twenty one (21) calendar days to consider this Agreement and (e) whether to sign this Agreement, as well as seven (7) calendar days after she signs this Agreement to revoke her execution of this Agreement; (f) Employee is executing this Agreement voluntarily and without any duress or undue influence on the part or behalf of the Company, with full understanding of the terms and consequences, and has been advised to consult with an attorney of her choosing, (g) upon the execution and delivery of this Agreement by the Company and Employee, this Agreement will be a valid and binding obligation of Employee, enforceable in accordance with its terms. terms and (h) the Employee agrees and acknowledges that in executing this Agreement she does not rely and has not relied on any representation or statement by any of the Company Parties with regard to the subject matter, basis or effect of this Agreement.. -5- 8. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties hereunder shall be governed by, the laws of the State of Nevada, without regard to any principles of conflicts of laws. View More
