Employee Representation Clause Example with 4 Variations from Business Contracts

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 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) 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 undertakings under Section 1(h) constitutes a precondition of the Employment. The Employee further affirms that this Agreement the Agreement, including all exhibits, schedules and the Undertaking appendices thereto 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, understanding, agreement, promises, negotiations, proposals, discussions, understandings and arrangements whether oral or written, 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) (b) 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, Amendment, 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 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