Representation and Warranty Contract Clauses (8,376)
Grouped Into 318 Collections of Similar Clauses From Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty and Markmore as follows: a.The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any li...en on any shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor owns of record and has good, valid and marketable title to the shares free and clear of any lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Sponsor.View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor and Simanson of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or ent...ity, (iii) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and and, subject to the provisions of the Sponsor Letter, has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares, other than 8,650,000 Thunder Bridge II Warrants held by Sponsor. (c) Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, Agreement and that this Agreement has been duly authorized, executed and delivered by Sponsor. View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty Purchaser and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity..., (iii) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares. 3 (c) Sponsor (i) is a limited liability company duly organized and validly existing under the laws of the State of Delaware, and (ii) has the all necessary organizational power, authority and capacity to execute, deliver and perform its obligations under this Agreement, Agreement and this consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Sponsor. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by the Sponsor has been duly authorized by all necessary corporate, limited liability or partnership action on the part of the Sponsor, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms (except as such enforcement may be limited by the Enforceability Exceptions). The Sponsor understands and acknowledges that the Purchaser and the Company are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by the Sponsor. View More
Representation and Warranty. Sponsor represents and warrants for and on behalf of itself to Liberty VSAC and Markmore the Company as follows: a.The (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law Law or order Order applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (ii...i) result in the creation of any lien Lien on any shares Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents Organizational Documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor's Organizational Documents. b.Sponsor (b) Sponsor owns of record and has good, valid and marketable title to the shares Shares free and clear of any lien Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws Laws or the organizational documents Organizational Documents of Sponsor) and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such shares, Shares, and Sponsor does not own, directly or indirectly, any other shares. c.Sponsor Shares. (c) Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Sponsor. 2 5. Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Business Combination Agreement in accordance with its terms; or (c) the mutual agreement of the Company, the Sponsor and VSAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination. View More
Representation and Warranty. (a) The Executive hereby represents and warrants to the Company as follows: (i) Neither the execution or delivery of this Agreement nor the performance by the Executive of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrum...ent to which the Executive is a party or by which he is bound. (ii) The Executive has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute and deliver this Agreement or perform his duties and other obligations hereunder. (b) The Company hereby represents and warrants to the Executive that this Agreement and the employment of the Executive hereunder have been duly authorized by and on behalf of the Company, including, without limitation, by all required action by the Board.View More
Representation and Warranty. (a) The Executive hereby represents and warrants to the Company as follows: (i) Neither the execution or delivery of this Agreement nor the performance by the Executive of his her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or or, to Executive's knowledge, obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agr...eement, contract, or other instrument to which the Executive is a party or by which he she is bound. 7 (ii) The Executive believes that Executive has the full right, power and legal capacity to enter and deliver this Agreement and to perform his Executive's duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against him Executive in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute and deliver this Agreement or perform his her duties and other obligations hereunder. (b) The Company hereby represents and warrants to the Executive that this Agreement and the employment of the Executive hereunder have been duly authorized by and on behalf of the Company, including, without limitation, by all required action by the Board. Board (or committee thereof). View More
Representation and Warranty. (a) The By Executive. Executive hereby represents and warrants to the Company as follows: (i) Neither the execution or delivery of this Agreement nor the performance by the Executive of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or... other instrument to which the Executive is a party or by which he is bound. (ii) The Executive has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute and deliver this Agreement or perform his duties and other obligations hereunder. (iii) Executive will not use any confidential information or trade secrets of any third Party in his employment by the Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (b) By The Company. The Company hereby represents and warrants to the Executive that the Company has the full right and power to enter and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the employment legal, valid and binding obligation of the Executive hereunder have been duly authorized by Company enforceable against it in accordance with its terms. All approvals or consents required for the Company to validly execute and on behalf of the Company, deliver this Agreement and perform its obligations hereunder, including, without limitation, by all required action by approval of the Board. Board, if required, have been obtained. View More
Representation and Warranty. (a) The By Executive. Executive hereby represents and warrants to the Company as follows: (i) Neither the execution or nor delivery of this Agreement nor the performance by the Executive of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract..., or other instrument to which the Executive is a party or by which he is bound. (ii) The Executive has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute and deliver this Agreement or perform his duties and other obligations hereunder. (iii) Executive will not use any confidential information or trade secrets of any third Party in his employment by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. -8- (b) The By Company. Company hereby represents and warrants to Executive as follows: (i) Neither the Executive that execution nor delivery of this Agreement nor the performance by Company of its obligations hereunder conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior agreement, contract, or other instrument to which Company is a party or by which it is bound. (ii) Company has the full right and power to enter and deliver this Agreement and to preform obligations hereunder. This Agreement constitutes the employment legal, valid and binding obligation of the Executive hereunder have been duly authorized by Company enforceable against it in accordance with its terms. All approvals or consents required for Company to validly execute and on behalf of the Company, deliver this Agreement and perform its obligations hereunder, including, without limitation, by all required action by approval of the Board. Board, have been obtained. View More
Representation and Warranty. The Company represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Company in Section 4.01 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects as of such earlier da...te or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.View More
Representation and Warranty. The Company Each Borrower severally, and not jointly with the other Borrowers, represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Company such Borrower in Section 4.01 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations 5 and warranties refer to an earlie...r date, in which case they were true in all material respects as of such earlier date or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default. View More
Representation and Warranty. The Company Borrower represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Company Borrower in Section 4.01 Article 4 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material re...spects as of such earlier date or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have Default has occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default. is continuing. View More
Representation and Warranty. The Company Borrower represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) (i) each of the representations and warranties made by the Company Borrower in Section 4.01 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects... as of such earlier date date, and (ii) no Default or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have Event of Default has occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default. is continuing. View More
Representation and Warranty. (a) Each Borrower hereby represents and warrants that, as of the date hereof: (i) it has all requisite power and authority to enter into this Eighth Amendment and to carry out the transactions contemplated hereby; (ii) the execution and delivery of this Eighth Amendment, and performance of this Eighth Amendment, (and the Credit Agreement as amended hereby) have been duly authorized by all necessary corporate or other organizational action on the part of such Borrower; (iii) this Eighth Amendment... has been duly executed and delivered; and (iv) this Eighth Amendment (and the Credit Agreement, as amended hereby) is the legally valid and binding obligation of the Borrower, enforceable against such Borrower in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principle of equity, regardless of whether considered in a proceeding in equity or at law. (b) Each Borrower hereby represents and warrants that, as of the date hereof, no changes to Schedule 4.01 and 4.06 of the Credit Agreement are necessary to make the corresponding representations and warranties in the Credit Agreement true as of the date hereof. (c) Each Borrower hereby represents and warrants that, as of the date hereof, to the best of its knowledge, no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Loan Documents (in each case, as amended hereby).View More
Representation and Warranty. (a) Each The Borrower hereby represents and warrants that, as of the date hereof: (i) it has all requisite power and authority to enter into this Eighth Third Amendment and to carry out the transactions contemplated hereby; (ii) the execution and delivery of this Eighth Third Amendment, and performance of this Eighth Amendment, (and Third Amendment and the Credit Agreement as amended hereby) hereby, have been duly authorized by all necessary corporate or other organizational action on the part o...f such Borrower; (iii) this Eighth Third Amendment has been duly executed and delivered; and (iv) this Eighth Third Amendment (and the Credit Agreement, Agreement as amended hereby) is the legally valid and binding obligation of the Borrower, enforceable against such Borrower in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principle of equity, regardless of whether considered in a proceeding in equity or at law. (b) Each The Borrower hereby represents and warrants that, as of the date hereof, no changes to Schedule 4.01 and 4.06 of the Credit Agreement are necessary to make the corresponding representations and warranties in the Credit Agreement true as of the date hereof. 6 (c) Each The Borrower hereby represents and warrants that, as of the date hereof, to the best of its knowledge, no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Loan Documents (in each case, as amended hereby). View More
Representation and Warranty. The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement, as amended hereby, constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the repres...entations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (iii) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing on and as of the date hereof.View More
Representation and Warranty. The Borrower Each Reseller hereby represents and warrants that (i) this Amendment and Reaffirmation and the Existing Credit Agreement, Agreement as amended hereby, hereby constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered i...n a proceeding in equity or at law; (ii) all of the representations and warranties of the Borrower such Reseller set forth in the Credit Agreement, as amended hereby, and the other Loan Documents Agreement are true and correct in all material (or in all respects if qualified by materiality) respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date) and (iii) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing on and as of the date hereof. View More
Representation and Warranty. The Borrower hereby represents and warrants that (i) as follows as of the Effective Time: a) The Borrower has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Agreement and performance of the Credit Agreement, as amended by this Agreement. Each of this Amendment and the Credit Agreement, Agreement as amended hereby, constitute its legal, modified hereby constitutes the valid and binding obligation and are of the Borrower, enforceable ag...ainst it in accordance with their respective its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting of general application relating to the enforcement of creditors' rights generally rights; and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the b) The representations and warranties of the Borrower set forth contained in Article V of the Credit Agreement (except the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as amended hereby, and to any matter which has heretofore been disclosed in writing by the other Loan Documents are Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in all material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of the Credit Agreement is true and correct in all respects) on and as of the date hereof (except to the extent Effective Time (or, if such representations representation or warranties specifically relate to any warranty speaks as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) date). c) No Default exists immediately prior to and (iii) no Default immediately after giving effect hereto. 21 4. Reference to and Effect on the Credit Agreement. a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or Event of Default under any other Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby. b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. c) THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Except with respect to the subject matter hereof and the changes contemplated hereby, has occurred the execution, delivery and is continuing on and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the date hereof. Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. View More
Representation and Warranty. The Borrower hereby represents and warrants that (i) as follows as of the Effective Time: a) The Borrower has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Agreement and performance of the Credit Agreement, as amended by this Agreement. Each of this Amendment and the Credit Agreement, Agreement as amended hereby, constitute its legal, modified hereby constitutes the valid and binding obligation and are of the Borrower, enforceable ag...ainst it in accordance with their respective its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting of general application relating to the enforcement of creditors' rights generally rights; and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the b) The representations and warranties of the Borrower set forth contained in Article V of the Credit Agreement (except the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as amended hereby, and to any matter which has heretofore been disclosed in writing by the other Loan Documents are Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in all material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of the Credit Agreement is true and correct in all respects) on and as of the date hereof (except to the extent Effective Time (or, if such representations representation or warranties specifically relate to any warranty speaks as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) date). c) No Default exists immediately prior to and (iii) no Default immediately after giving effect hereto. 21 4. Reference to and Effect on the Credit Agreement. a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or Event of Default under any other Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby. b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. c) THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Except with respect to the subject matter hereof and the changes contemplated hereby, has occurred the execution, delivery and is continuing on and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the date hereof. Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. View More
Representation and Warranty. The Company hereby represents and warrants to you that (i) the execution, delivery and performance of this letter agreement does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which it is a party or any judgment, order or decree to which it is subject and (ii) upon the execution and delivery of this letter agreement by the Company and you, such agreements will be valid and binding obligations of the Company.
Representation and Warranty. The Company hereby represents and warrants to you that (i) the execution, delivery and performance of this letter agreement and the Option Agreement by the Company does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which it is a party or any judgment, order or decree to which it is subject and (ii) upon the execution and delivery of this letter agreement and the Option Agreement by the Company and you, such agreements will be va...lid and binding obligations of the Company. View More
Representation and Warranty. Executive represents and warrants the following to the Company, each of which Executive acknowledges is a material inducement to the Company's willingness to enter into this Agreement and a material provision of this Agreement: (a)Other than as previously disclosed in writing or provided to the Company, Executive is not a party to or bound by any employment agreements, restrictive covenants, non-compete restrictions, non-solicitation restrictions, and/or confidentiality or non-disclosure agreeme...nts with any other person, business or entity, or any agreement or contract requiring Executive to assign inventions to another party (each, a "Restrictive Agreement"), and Executive has conducted a thorough review of any and all agreements Executive may have entered into with any current or former employer or any other relevant party to ensure that this representation and warranty is correct. (b)No Restrictive Agreement prohibits, restricts, limits or otherwise affects Executive's employment with the Company as an executive or ability to perform any of Executive's duties or responsibilities for the Company as contemplated herein. (c)Executive has not made any material misrepresentation or omission in the course of her communications with the Company regarding the Restrictive Agreements or other obligations to any current or former employer or other third party. (d)Executive has not, directly or indirectly, removed, downloaded, or copied any confidential or proprietary information or records of any current or former employer (or their subsidiaries and/or affiliates) without the express written consent of an authorized representative of such entity, and shall not use or possess, as of the date Executive begins employment and at all times during her employment with the Company, any confidential or proprietary information or records of any current or former employer (or their subsidiaries and/or affiliates), whether in hard copy or electronic form, including, but not limited to, documents, files, disks, or other materials, all of which Executive is prohibited from using in connection with her employment with the Company.View More
Representation and Warranty. Executive represents and warrants the following to the Company, each of which Executive acknowledges is a material inducement to the Company's willingness to enter into this Agreement and a material provision of this Agreement: (a)Other (a) Other than as previously disclosed in writing or provided to the Company, Executive is not a party to or bound by any employment agreements, restrictive covenants, non-compete non compete restrictions, non-solicitation restrictions, and/or confidentiality or... non-disclosure agreements with any other person, EAST ###-###-####.415 business or entity, or any agreement or contract requiring Executive to assign inventions to another party (each, a "Restrictive Agreement"), and Executive has conducted a thorough review of any and all agreements Executive she may have entered into with any current or former employer or any other relevant party to ensure that this representation and warranty is correct. (b)No (b) No Restrictive Agreement prohibits, restricts, limits or otherwise affects Executive's employment with the Company as an executive or ability to perform any of Executive's duties or responsibilities for the Company as contemplated herein. (c)Executive (c) Executive has not made any material misrepresentation or omission in the course of her communications with the Company regarding the Restrictive Agreements or other obligations to any current or former employer or other third party. (d)Executive (d) Executive has not, directly or indirectly, removed, downloaded, or copied any confidential or proprietary information or records of any current or former fonner employer (or their subsidiaries and/or corporate affiliates) without the express written consent of an authorized representative of such entity, and shall not use or possess, as of the date Executive begins employment and at all times during her employment with the Company, any confidential or proprietary information or records of any current or former employer (or their subsidiaries and/or corporate affiliates), whether in hard copy or electronic form, including, but not limited to, documents, files, disks, or other materials, all of which Executive is prohibited from using in connection with her employment with the Company. View More
Representation and Warranty. Executive represents You represent and warrants warrant the following to the Company, each of which Executive acknowledges is a material inducement to the Company's willingness to enter into offer you employment on the terms set forth in this Agreement Letter and a material provision of this Agreement: (a)Other Letter: a. Other than as previously disclosed in writing or provided to the Company, Executive is you are not a party to or bound by any employment agreements, restrictive covenants, non-...compete restrictions, non-solicitation restrictions, and/or confidentiality or non-disclosure agreements with any other person, business or entity, or any agreement or contract requiring Executive you to assign inventions to another party (each, a "Restrictive Agreement"), and Executive has you have conducted a thorough review of any and all agreements Executive you may have entered into with any current or former employer or any other relevant party to ensure that this representation and warranty is correct. (b)No b. No Restrictive Agreement prohibits, restricts, limits or otherwise affects Executive's you employment with the Company as an executive or ability to perform any of Executive's your duties or responsibilities for the Company as contemplated herein. (c)Executive has in this Letter. c. You have not made any material misrepresentation or omission in the course of her your communications with the Company regarding the Restrictive Agreements or other obligations to any current or former employer or other third party. (d)Executive has employer. d. You have not, directly or indirectly, removed, downloaded, or copied any confidential or proprietary information or records of any current or former employer (or their subsidiaries and/or corporate affiliates) without the express written consent of an authorized representative of such entity, and shall not use or possess, as of the date Executive begins employment Start Date and at all times during her your employment with the Company, any confidential or proprietary information or records of any current or former employer (or their subsidiaries and/or corporate affiliates), whether in hard copy or electronic form, including, but not limited to, documents, files, disks, or other materials, all of which Executive is you are prohibited from using in connection with her your employment with the Company. View More
Representation and Warranty. 7.1 You represent and warrant to the Company that: (a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement; (b) your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; (c) you have the required skill, experience, and qualifications to perform the Serv...ices, you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; (e) the Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind; (f) all Work Product is and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, does not and will not violate or infringe upon the intellectual property rights or any other right whatsoever of any person, firm, corporation or other entity. 7.2 The Company hereby represents and warrants to you that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.View More
Representation and Warranty. 7.1 6.1 You represent and warrant to the Company that: (a) you have the right to enter into this Agreement, to grant the rights granted herein, herein (on behalf of yourself and all Affiliates, Associates and immediate family members, as such terms are defined in Section 7 below) and to perform fully all of your obligations in this Agreement; Agreement, including all obligations in Section 7 hereto; (b) your by entering into this Agreement with the Company and your performance of the Services do... not and will not conflict with or result in any breach or default under any other agreement or arrangement to which you are subject; (c) you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; (e) the Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind; (f) all Work Product is and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, does not and will not violate or infringe upon the intellectual property rights or any other right whatsoever of any person, firm, corporation or other entity. 7.2 6.2 The Company hereby represents and warrants to you that: (a) it has the full right, power power, and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. View More
Representation and Warranty. 7.1 You 7.1You represent and warrant to the Company that: (a) you (a)you have the right to enter into this Agreement, to grant the rights granted herein, herein and to perform fully all of your obligations in this Agreement; (b) your (b)your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; (c) you have the required skill, experience, and quali...fications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) you (c)you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; (e) the Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind; (f) all Work Product is and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, does not and will not violate or infringe upon the intellectual property rights or any other right whatsoever of any person, firm, corporation or other entity. 7.2 The regulations. 7.2The Company hereby represents and warrants to you that: (a) it (a)it has the full right, power power, and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the (b)the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. View More
Representation and Warranty. 7.1 a. You represent and warrant to the Company that: (a) i. you have the right to enter into this Agreement, to grant the rights granted herein, herein and to perform fully all of your obligations in this Agreement; (b) ii. your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; (c) iii. you have the required skill, experience, and qualificatio...ns to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) iv. you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; (e) v. the Company will receive good and valid title to all Work Product, Deliverables, free and clear of all encumbrances and liens of any kind; (f) vi. all Work Product is Deliverables are and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, does and do not and will not violate or infringe upon the intellectual property rights right or any other right whatsoever of any person, firm, corporation corporation, or other entity. 7.2 b. The Company hereby represents and warrants to you that: (a) i. it has the full right, power power, and authority to enter into this Agreement and to perform its obligations hereunder; and (b) ii. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. View More
Representation and Warranty. Consultant represents and warrants that: (a) the Services shall be performed in a professional manner and in accordance with the industry standards and the Work Product shall comply with the requirements set forth in the applicable Project Assignment, (b) Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including without limitation the right to assign the ownersh...ip of any Work Product created by Consultant's employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, and (f) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Consultant agrees to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 6.View More
Representation and Warranty. Consultant represents and warrants that: (a) the Services shall will be performed in a professional manner and in accordance with the industry standards and the Work Product shall will comply with the requirements set forth in the applicable Project Assignment, (b) the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including without limitation the right to assi...gn the ownership of any Work Product created by Consultant's employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, (f) none of the Work Product incorporates any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Client, except as expressly agreed by the 2. 206828269 v9 Client in writing, and (f) (g) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Consultant further represents and warrants that Consultant is self-employed in an independently established trade, occupation, or business; maintains and operates a business that is separate and independent from Client's business; holds himself or herself out to the public as independently competent and available to provide applicable services similar to the Services; has obtained and/or expects to obtain clients or customers other than Client for whom Consultant performs services; and will perform work for Client that Consultant understands is outside the usual course of Client's business. Consultant agrees to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 6. View More
Representation and Warranty. Consultant and Officer each represents and warrants that: (a) the Services shall be performed in a professional manner and in accordance with the industry standards and the Work Product shall comply with the requirements set forth in the applicable Project Assignment, standards, (b) Work Product will be an original work of Consultant, Consultant or Officer, (c) Consultant has and Officer have the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Sec...tion 3 hereof (including without limitation the right to assign the ownership of any Work Product created by Consultant's or Officer's employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Consultant has and Officer have an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, 5 hereof, and (f) Consultant and Officer will comply with all applicable federal, state, local and foreign laws governing corporations or self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Consultant agrees and Officer agree to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Consultant or Officer of the representations and warranties set forth in this Section 6. View More
Representation and Warranty. Consultant represents and warrants that: (a) the Services shall will be performed in a professional manner and in accordance with the industry standards and the Work Product shall will comply with the requirements set forth in Services described on Exhibit A, (b) the applicable Project Assignment, (b) Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including wit...hout limitation the right to assign the ownership of any Work Product created by Consultant's employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, (f) none of the Work Product incorporates any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Client, except as expressly agreed by the Client in writing, and (f) (g) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Consultant further represents and warrants that Consultant is self-employed in an independently established trade, occupation, or business; maintains and operates a business that is separate and independent from Client's business; holds himself or herself out to the public as independently competent and available to provide applicable services similar to the Services; has obtained and/or expects to obtain clients or customers other than Client for whom Consultant performs services; and will perform 2. work for Client that Consultant understands is outside the usual course of Client's business. Consultant agrees to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 6. View More
Representation and Warranty. 6.1 Each party hereto represents and warrants to the other as follows: (a) Authorization. Such party has the requisite power, authority and legal capacity to execute, deliver and perform and to consummate the transactions contemplated by this Agreement. This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, moratorium or similar... law affecting creditors' rights generally. 7 (b) No Consents. No consent of any Governmental Authority or other Person is required to be obtained by such party in connection with the execution and delivery by such party of this Agreement. 6.2 The Stockholder represents and warrants to the Company that as of the date hereof, the Stockholder and its Affiliates and Associates collectively Beneficially Own 528,411 shares of Common Stock and have no other interest in the capital stock of the Company other than the right to receive the Earn-Out Securities subject to the terms and conditions of the Purchase Agreement. 6.3 The Stockholder understands and acknowledges that the Company is entering into the Purchase Agreement in reliance upon the Stockholder's execution, delivery and performance of this Agreement.View More
Representation and Warranty. 6.1 5.1 Each party hereto represents and warrants to the other as follows: (a) Authorization. Such party has the requisite power, authority and legal capacity to execute, deliver and perform and to consummate the transactions contemplated by this Agreement. This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, moratorium or sim...ilar law affecting creditors' rights generally. 7 (b) No Consents. No consent of any Governmental Authority or other Person is required to be obtained by such party in connection with the execution and delivery by such party of this Agreement. 6.2 5.2 The Stockholder represents and warrants to the Company that as of the date hereof, the Stockholder and its Affiliates and Associates collectively Beneficially Own 528,411 zero shares of Common Stock and have no other interest in the capital stock of the Company other than the right to receive the Earn-Out Securities subject to the terms and conditions of the Purchase Agreement. 6.3 Company. 5.3 The Stockholder understands and acknowledges that the Company is entering into the Purchase Agreement in reliance upon the Stockholder's execution, delivery and performance of this Agreement. View More
