Executive’s Representations Clause Example with Variations from Business Contracts

Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall 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, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c)... upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive's rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. 13 15. Corporate Opportunity. Executive agrees that during his Term of Employment and for a period of twenty-four (24) months immediately following the termination of his employment with the Company for any reason, whether with or without Cause, Executive will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit. For example, if in in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Chief Executive Officer or the Board of Directors. View More

Executive’s Representations. Executive hereby represents and warrants to the Company that except as to agreements otherwise superseded by this Agreement (a) the execution, delivery and performance of this Agreement by Executive do does not and shall not conflict with, breach, violate or cause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, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement... or confidentiality agreement with any other person or entity Person and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive's rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. 17 14. Corporate Opportunity. Executive agrees that during his Term of Employment he will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit without the written consent of the Company. For example, if in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Board. View More

Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall 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, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c)... upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive's rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. 14 14. Corporate Opportunity. Executive agrees that during his Term of Employment he will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit without the written consent of the Company. For example, if in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Board. View More

Executive’s Representations. Executive hereby represents and warrants to the Company that (a) (i) the execution, delivery and performance of this Agreement by Executive do does not and shall 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, (b) (ii) Executive is not a party to or bound by any employment agreement, non-compete noncompete 8 agreement or confidentiality agreement with any... other person or entity (other than any agreement or arrangement between Executive and (c) any business affiliated with Golden Gate Capital or Koch Industries, Inc. or investment funds managed by Golden Gate Capital or Koch Industries, Inc.); and (iii) upon the execution and delivery of this Agreement by the Company, Company and Executive, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive's rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. View More

Executive’s Representations. Executive hereby represents and warrants to the Company that (a) (i) the execution, delivery and performance of this Agreement by Executive do does not and shall 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, (b) (ii) Executive is not a party to or bound by any employment agreement, non-compete noncompete agreement or confidentiality agreement with any... other person or entity (other than any agreement or arrangement between Executive and (c) any business affiliated with Golden Gate Capital or Koch Industries, Inc. or investment funds managed by Golden Gate Capital or Koch Industries, Inc.); and (iii) upon the execution and delivery of this Agreement by the Company, Company and Executive, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive's rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. View More

Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall 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 he is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and... (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. terms, and (c) Executive is not subject to any pending, or to his knowledge, any threatened, lawsuit, action, investigation or proceeding involving Executive's prior employment or consulting work or the use of any information or techniques of any former employer or contracting party. Executive hereby acknowledges and represents that Executive he has consulted with independent legal counsel regarding Executive's his rights and obligations under this Agreement (including, the Restrictive Covenants Agreement) and that Executive he fully understands the terms and conditions contained herein. View More

Executive’s Representations. Executive hereby represents and warrants to Parent and the Company that (a) (i) the execution, delivery and performance of this Agreement by Executive do not and shall 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 he is bound, (b) (ii) Executive is not a party to or bound by any employment agreement, non-compete noncompete agreement or confidentiality agreement with... any other person or entity entity, other that the Employee Confidential Information and (c) Noncompetition Agreement, dated June 1, 2011, by and between Executive and Heartland Payment Systems, Inc. ("Heartland"), effective upon Executive's termination from employment with Heartland, and (iii) upon the execution and delivery of this Agreement by Parent and the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and agrees that Executive is not entitled to receive any payments pursuant to Section 4 of the Original Employment Agreement in connection with Executive's execution and delivery of this Agreement and the amendment and restatement of the Original Employment Agreement. Executive hereby acknowledges and represents that Executive he has consulted with independent legal counsel regarding Executive's his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein. -8- 9. Survival. Sections 4 through 24 (other than Section 22) shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period. View More

Executive’s Representations. Executive hereby represents and warrants to the Company Employers that to the best of his knowledge: (a) the execution, delivery and performance of this Agreement by Executive do not and shall 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 he is bound, bound; (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality... agreement with any other person or entity and entity; (c) upon the execution and delivery of this Agreement by the Company, Employers, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. terms; and (d) Executive is authorized to work in the United States without restriction. Executive hereby acknowledges and represents that Executive he has consulted with independent legal counsel regarding Executive's his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein. 12 9. Survival. Sections 4 through 21, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period. View More

Executive’s Representations. Executive hereby represents and warrants to Parent and the Company that (a) (i) the execution, delivery and performance of this Agreement by Executive do does not and shall 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, (b) bound (including any confidentiality or non-disclosure agreement), (ii) Executive is not a party to or bound by any employment ... class="diff-color-red">agreement, non-compete agreement or confidentiality noncompete agreement with any other person or entity and (c) entity, (iii) upon the execution and delivery of this Agreement by Parent, the Company, Company and Executive, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. terms and (iv) the equity securities being repurchased pursuant to the Repurchase Agreement constitute all of Executive's equity interests in IEA LP, Parent or any of their respective subsidiaries or affiliates. Executive hereby acknowledges and represents that Executive he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive's rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. View More

Found in Infor, Inc. contract

Executive’s Representations. Executive hereby represents and warrants to the Company that (a) (i) Executive has entered into this Agreement of Executive's own free will for no consideration other than as referred to herein, (ii) the execution, delivery and performance of this Agreement by Executive him/her do not and shall 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 he/she is bound, (b)... Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted had the opportunity to consult with independent legal counsel regarding Executive's his/her rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein. View More