Executive Representations Contract Clauses (377)

Executive Representations. Executive warrants and represents that (a) he has not filed or authorized the filing of any complaints, charges or lawsuits against the Company, Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his behalf, he will use reasonable best efforts to immediately cause it to be withdrawn and dismissed, and (b) he has reported all hours worked as of the date of this Agreement and...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) and (c) he has received the execution, delivery Company's Insider Trading Compliance Policy and performance agrees to continue to abide by all applicable terms therein, including specifically, Section IV (C) which states, "With the exception of this Agreement the preclearance requirement, the insider trading laws continue to apply to all transactions in the Company's securities even after termination of service of service to the Company. If an individual is in the possession of material non-public information when his or her service terminates, that individual may not trade in the Company's securities until that information has become public or is no longer material." 10. No Assignment by Executive. Executive does not warrants and will not conflict with, breach, violate represents that no portion of any of the matters released herein, and no portion of any recovery or cause a default under any agreement, contract or instrument settlement to which Executive is might be entitled, has been assigned or transferred to any other person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or instituted against the Company or any judgment, order other Releasee because of any actual assignment, subrogation or decree transfer by Executive, Executive agrees to which Executive is subject, indemnify and (e) upon the execution and delivery of this Agreement by hold harmless the Company and Executive, all other Releasees against such claim, action, suit or demand, including necessary expenses of investigation, attorneys' fees and costs. In the event of Executive's death, this Agreement shall inure to the benefit of Executive and Executive's executors, administrators, heirs, distributees, devisees, and legatees. None of Executive's rights or obligations may be assigned 5 or transferred by Executive, other than Executive's rights to payments hereunder, which may be transferred only upon Executive's death by will be a valid and binding obligation or operation of Executive, enforceable in accordance with its terms. law. View More

Executive Representations. Executive warrants and represents that (a) he Executive has not filed or authorized the filing of any complaints, charges or lawsuits against the Company, Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his Executive's behalf, he Executive will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and Executive has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he Executive may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, Executive, except as provided in this Agreement, (c) he Executive 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 Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject, and (e) upon the execution and delivery of this Agreement by the Company and Executive, and provided that Executive does not revoke this Agreement within the 7‐day revocation period, this Agreement will be a valid and binding obligation of Executive, enforceable in accordance with its terms. View More

Executive Representations. Executive warrants and represents that (a) he Executive has not filed or authorized the filing of any complaints, charges or lawsuits against the Company, Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his Executive's behalf, he Executive will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and Executive has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he Executive may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, Executive, except as provided in this Agreement, (c) he Executive 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 Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject, and (e) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a valid and binding obligation of Executive, enforceable in accordance with its terms. View More

Executive Representations. Except with respect to the restrictions set forth in 18 U.S. Code § 207, Executive represents and warrants to the Company that Executive is not bound by any restrictive covenants and has no prior or other obligations or commitments of any kind that would in any way prevent, restrict, hinder or interfere with Executive's acceptance of continued employment or the performance of all duties and services hereunder to the fullest extent of Executive's ability and knowledge.

Executive Representations. Executive warrants and represents as follows: (a) Executive represents that his her performance of all of the terms of this Agreement and as an employee of the Company does not and will not breach any arrangement employment, non-competition or other agreement to keep in confidence confidential any confidential or proprietary information acquired by Executive in confidence or in trust prior to Executive's employment by the Company. Executive represents that he she has not entered into, and... agrees not to enter into, any agreement either oral that conflicts with or written in conflict herewith. violates this Agreement or would prevent or interfere with the Company's employment of Executive on the terms set forth herein. (b) Executive understands as part of the consideration for this Agreement and for Executive's employment or continued employment by the Company, represents that Executive he has not brought and will shall not bring with Executive to the Company, or use in the performance of Executive's duties and responsibilities for the Company or otherwise on its behalf, Company, any materials or documents of a former employer or other owner that which are not generally not available to the public, public or which did not belong to Executive prior to Executive's employment with the Company, unless Executive has obtained written authorization from the former employer or other owner for their possession and use and has provided the Company with a copy thereof. (c) Executive understands that during his employment for the Company he is not to breach any obligation of confidentiality that Executive has to a former employer or any other person or entity and agrees to comply with such understanding. View More

Executive Representations. 15.1 15.1. The Executive hereby represents and warrants that (i) the execution, delivery delivery, and performance of this Agreement by the Executive does not and will not conflict with, breach, violate, or cause a default under any agreement, contract, or instrument to which the Executive is a party or any judgment, order, or decree to which the Executive is subject and subject, (ii) the Executive is not a party or bound by any other employment agreement, noncompetition agreement, or... confidentiality agreement with any other person or entity, other than the Company. The Company, (iii) Executive is lawfully permitted to work in the United States on and after the Effective Date and (iv) Executive's employment is contingent upon the completion of a background investigation and reference check satisfactory to the Company in its discretion. Executive covenants that he will not disclose or use on behalf of the Company any proprietary information of a third party without such party's Doc#: US1:15649375v7 12 consent. Any breach of this Section 15 shall constitute Cause. Executive further represents that she he shall provide a copy of this Agreement to any new employer during the Term and for three (3) years one (1) year thereafter and that the Company shall have a right to provide a copy of this Agreement to any new employer of the Executive during such period. 15.2 15.2. 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 and has in fact consulted with counsel. The Executive further represents that in entering into this Agreement, the Executive is not relying on any statements or representations made by any of the Company's directors, officers, employees employees, or agents which are not expressly set forth herein, and that the Executive is relying only upon the Executive's own judgment and any advice provided by the Executive's attorney. The Executive acknowledge and agrees that she he was represented by counsel and expressly agrees to all the provisions in this 13 Agreement, including, without limitation, the governing law, venue venue, and forum in Section 17. View More

Executive Representations. The Executive specifically represents, warrants, and confirms that the Executive: (a) has not filed any claims, complaints, or actions of any kind against the Company Group with any court of law, or local, state, or federal government or agency; (b) has been properly paid for all hours worked for the Company; (c) has received all commissions, bonuses, and other compensation due to the Executive (including but not limited to any amounts owed under that certain Employment Agreement between the... Executive and the Company dated as of October 5, 2018 January 12, 2006 (the "Employment Agreement"), with the exception of the (i) Executive's final payroll check for salary through and including the Separation Date Date, (ii) accrued and (ii) unpaid vacation in an amount equal to $43,000, and (iii) unreimbursed business expenses incurred prior in an amount equal to the Separation Date, $16,000, all of which will be paid on or before the next regularly scheduled payroll date for the pay period including the Separation Date, subject to the Executive's timely submission of documentation for such expenses and approval thereof by the Board of Directors of the Company; Date; and (d) has not engaged in, and is not aware of, any unlawful conduct relating to the business of the Company Group. View More

Executive Representations. Executive's The Executive specifically represents, warrants, and confirms that the Executive: (a) has not filed any claims, complaints, or actions of any kind against the Company with any court of law, or local, state, or federal government or agency; (b) has been properly paid for all hours worked for the Company through the Separation Date; Company; 1 (c) has received all salary, wages, commissions, bonuses, and other compensation due to the Executive through the Separation Date, (aside from... amounts due in connection with the exception of this Agreement), including the Executive's final payroll check for salary and bonus through and including the Separation Date, which will be paid on the Company's next regularly scheduled payroll date for the pay period in which including the Separation Date falls; Date; and (d) has not engaged in and is not aware of any unlawful conduct relating to the business of the Company. If any of these statements is not true, the Executive cannot sign this Agreement and must notify the Company immediately in writing of the statements that are not true. This notice will not automatically disqualify the Executive from receiving these benefits, but will require the Company's further review and consideration. View More

Executive Representations. Except for the Amended and Restated Employment Agreement and the Transition Services Agreement between Executive and Euramax Holdings, Inc. and Euramax International, Inc., copies of which have been made available to BHI and/or the Company, Executive represents to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree... to which Executive is a party or by which Executive is bound and (b) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of Executive, enforceable in accordance with its terms. View More