Representations Contract Clauses (1,808)

Grouped Into 85 Collections of Similar Clauses From Business Contracts

This page contains Representations clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations. You hereby represent that you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers' compensation claim.
Found in EVERSPIN TECHNOLOGIES INC contract
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Representations. You hereby represent that you have been paid all compensation owed and for all hours worked, you have received all the leave and leave benefits and protections for which you are eligible pursuant to the federal Family and Medical Leave Act Act, the Washington Family Leave Act, or otherwise, and you have not suffered any on-the-job injury for which you have not already filed a workers' compensation claim. You further acknowledge and understand that the Company may disclose this Agreement, includi...ng without limitation by publicly filing it in connection with any corporate or public disclosure or filing requirements. View More
Found in ALDER BIOPHARMACEUTICALS INC contract
Representations. You hereby represent that that, as of the date you sign this Agreement, you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers' compensation claim.
Found in Talend SA contract
Representations. You hereby represent that you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible eligible, pursuant to the Family and Medical Leave Act Act, California Family Rights Act, or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers' compensation claim.
Found in Adverum Biotechnologies, Inc. contract
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Representations. Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplate...d by this Agreement. View More
Found in Oric Pharmaceuticals, Inc. contract
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Representations. Purchaser The Participant has reviewed with his or her own tax advisors the federal, applicable tax (U.S., foreign, state, local and foreign tax local) consequences of this investment and the transactions contemplated by this Agreement. Purchaser The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser The Participant understands that he or she (and not the Company) shall be responsible for his or her own any t...ax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More
Found in SUMMIT FINANCIAL GROUP INC contract
Representations. Purchaser Participant has reviewed with his or her own tax advisors the federal, Federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser Award. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser Participant understands that he or she (and not the Company) shall be responsible for his or her own any tax liability that may arise as a r...esult of this investment or the transactions contemplated by this Agreement. Award. View More
Found in Penn National Gaming, Inc. contract
Representations. Purchaser The Grantee has reviewed with his or her own tax advisors the federal, applicable tax (U.S., foreign, state, local and foreign tax local) consequences of this investment and the transactions contemplated by this Agreement. Purchaser The Grantee is relying solely on such advisors and not on any statements or representations of the Company Lands' End or any of its agents. Purchaser The Grantee understands that he or she (and not the Company) Lands' End) shall be responsible for his or he...r own any tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More
Found in LANDS' END, INC. contract
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Representations. The Executive represents and warrants to the Company that (a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive's part to be performed hereunder in accordance with its terms, and (b) the Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive's duties ...and obligations hereunder. View More
Found in Genesis Park Acquisition Corp. contract
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Representations. The Executive represents and warrants to the Company Hancock Jaffe that (a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive's part to be performed hereunder in accordance with its terms, and (b) the Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Execu...tive's duties and obligations hereunder. View More
Found in Hancock Jaffe Laboratories, Inc. contract
Representations. The Executive represents and warrants to the Company that (a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive's part to be performed hereunder in accordance with its terms, terms and (b) that the Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, which could prevent the Executive from entering into this Agreement or performing all of the Ex...ecutive's duties and obligations hereunder. The Executive further represents and warrants that he has been advised to consult with an attorney and that he has been represented by the attorney of his choosing during the negotiation of this Agreement, that he has consulted with his attorney before executing this Agreement, that he has carefully read and fully understand all of the provisions of this Agreement and that he is voluntarily entering into this Agreement. View More
Found in QPAGOS contract
Representations. The Executive represents and warrants to the Company Cue that (a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive's part to be performed hereunder in accordance with its terms, and (b) the Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive's dut...ies and obligations hereunder. View More
Found in Cue Biopharma, Inc. contract
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Representations. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee's part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee's duties and ob...ligations hereunder. View More
Found in Cambium Networks Corp contract
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Representations. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the 15 obligations on the Employee's part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee's duties and... obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. View More
Found in Jones Energy, Inc. contract
Representations. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee's part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not 16 FPI CONFIDENTIAL subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Empl...oyee's duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. View More
Found in Farmland Partners Inc. contract
Representations. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee's part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee's material duti...es and obligations hereunder. The Company represents and warrants to the Employee that it is duly authorized to enter into this Agreement and to perform all of its obligations in accordance with its terms. View More
Found in SPIRIT REALTY CAPITAL, INC. contract
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Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, and the execution and delivery of, and the performance of its o...bligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no Event of Default has occurred and is continuing under the Credit Agreement. View More
Found in TWINLAB CONSOLIDATED HOLDINGS, INC. contract
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Representations. To induce Lender Bank to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender Bank as follows: 5.1 4.1 Each of Borrower and Parent Loan Party has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents documents, instruments and certificates being executed and/or delivered in connection herewith herewith, including those contemplated in... Section 2.2 (collectively, the "Amendment Documents"), as applicable, Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 and limited liability company action, as applicable. 4.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations obligation of Borrower and Parent, as applicable, such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The 4.3 Such Loan Parties' Party's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct in all material respects as of the date of this Amendment Signature Date with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), Signature Date, subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Loan Agreement. 5.4 After giving effect to 4.4 As of the terms of this Amendment, Signature Date, no Event of Default has occurred and is continuing under the Credit Agreement. continuing. View More
Found in EQM Technologies & Energy, Inc. contract
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 6.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, Amendment and the execution and delivery of, and the perfor...mance of its obligations under and arising out of, the applicable this Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each 6.2 This Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' 6.3 Borrower's and Parent's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no 6.4 No Event of Default has occurred and is continuing under the Credit Agreement. Agreement, other than the Current Defaults (as defined in Section 3.1). 3 7. Costs and Expenses; Fee. As a condition of this Amendment, (i) Borrower will pay to Lender a fee of $20,000, payable in full on the Effective Date; such fee, when paid, will be fully earned and non-refundable under all circumstances, and (ii) Borrower will pay and reimburse Lender, promptly upon Lender's request, for the costs and expenses incurred by Lender in connection with this Amendment, including, without limitation, reasonable attorneys' fees. View More
Found in TWINLAB CONSOLIDATED HOLDINGS, INC. contract
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Representations. The Executive hereby represents and warrants to the Company that (i) the execution, delivery and full 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; (ii) the Executive is not a party or bound by any employment agreement, consulting agreement, agreement not to compete, confidentiali...ty agreement or similar agreement with any other person or entity; and (iii) upon the execution and delivery of this Agreement by the Executive and the Company, this Agreement will be the Executive's valid and binding obligation, enforceable in accordance with its terms. View More
Found in GEO Group Inc. contract
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Representations. The Executive hereby represents and warrants to the Company that (i) (a) the execution, delivery and full performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, contract instrument, order, judgment or instrument decree to which the Executive is a party or any judgment, order or decree to by which the Executive is subject; (ii) the bound, (b) Executive is not a party to or bound by any employment agreem...ent, consulting agreement, agreement not to compete, confidentiality noncompetition agreement or similar confidentiality agreement with any other person or entity; entity that would interfere with the execution, delivery or performance of this Agreement by Executive and (iii) (c) upon the execution and delivery of this Agreement by the Executive and the Company, this Agreement will shall be the Executive's valid and binding obligation, obligation of Executive, enforceable in accordance with its terms. View More
Found in DaVita Inc. contract
Representations. The (a) Executive's Representations. Executive hereby represents and warrants warrant to the Company that (i) the execution, delivery and full performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, contract instrument, order, judgment or instrument decree to which the Executive is a party or any judgment, order or decree to by which the Executive he is subject; bound, (ii) the Executive is not a party ...to or bound by any employment agreement, consulting agreement, agreement not to compete, confidentiality non-compete agreement or similar confidentiality agreement with any other person or entity; entity (excluding Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd., a wholly owned subsidiary of the Company), and (iii) upon the execution and delivery of this Agreement by all of the Executive and the Company, parties hereto, this Agreement will shall be the Executive's valid and binding obligation, obligation of Executive, enforceable in accordance with its terms. (b) Company's Representations. Company hereby represents and warrants to the Executive that (i) the execution, delivery and performance of this Agreement by Company does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Company is a party or by which Company is bound, (ii) this Agreement has been duly approved by its Board of Directors and the undersigned signatory of the Company has authority to execute this Agreement on behalf of the Company, and (iii) upon the execution and delivery of this Agreement by all parties hereto, this Agreement shall be the valid and binding obligation of Company, enforceable in accordance with its terms. View More
Found in Fortune Valley Treasures, Inc. contract
Representations. The Executive hereby represents and warrants to the Company that (i) (a) the execution, delivery and full performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, contract instrument, order, judgment or instrument decree to which the Executive is a party or any judgment, order or decree to by which the Executive is subject; (ii) the bound, (b) Executive is not a party to or bound by any employment agreem...ent, consulting agreement, agreement not to compete, confidentiality non-competition agreement or similar confidentiality agreement with any other person or entity; entity (other than any such agreement with any subsidiary or predecessor of the Company) and (iii) (c) upon the execution and delivery of this Agreement by the Executive and the Company, this Agreement will shall be the Executive's valid and binding obligation, obligation of Executive, enforceable in accordance with its terms. View More
Found in KBL MERGER CORP. IV contract
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Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive's obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous emp...loyer or other party that would be violated by the Executive's entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement. View More
Found in LEAF GROUP LTD. contract
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Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive's obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous emp...loyer or other party that would be violated by the Executive's entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement. 8 9. Successors. (a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns (including, if applicable, PubCo). View More
Found in PCI Media, Inc. contract
Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive's obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous emp...loyer or other party that would be violated by the Executive's entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement. 10 9. Successors. (a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. View More
Found in Plymouth Industrial REIT Inc. contract
Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive's obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous emp...loyer or other party that would be violated by the Executive's entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement. 8 9. Successors. (a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon OpCo, PubCo and their respective successors and assigns. View More
Found in Social Capital Hedosophia Holdings Corp. contract
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Representations. Tenant guarantees, warrants and represents that (a) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in which the Property is located, (c) Tenant has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant's obligations hereunder, (d) each pe...rson (and all of the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, warrants and represents that none of (x) it, (y) its affiliates or partners nor (z) to the best of its knowledge, its members, shareholders or other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action. View More
Found in Poseida Therapeutics, Inc. contract
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Representations. Each of Tenant and Landlord guarantees, warrants and represents that (a) Tenant such party is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and such party is duly qualified to do business in the state in which the Property is located, (c) Tenant such party has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to p...erform all Tenant's its obligations hereunder, (d) each person (and all of the persons if more than one signs) signing this Lease on behalf of Tenant such party is duly and validly authorized to do so and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant such party is constituted or to which Tenant such party is a party. In addition, Tenant guarantees, warrants and represents that none of (x) it, (y) its affiliates or partners nor (z) to the best of its knowledge, its members, shareholders or other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action. View More
Found in INNOVATIVE INDUSTRIAL PROPERTIES INC contract
Representations. Tenant guarantees, warrants and represents that (a) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in which the Property is located, (c) Tenant has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant's obligations hereunder, (d) each pe...rson (and all of the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, warrants and represents that none of (x) it, (y) its affiliates or partners nor (z) to the best of its knowledge, its members, shareholders or other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action. 60 38. Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage agreements or estoppels) or the contents of any documents, reports, surveys or evaluations related to the Project or any portion thereof or (b) provide to any third party an original or copy of this Lease (or any Lease-related document or other document referenced in Subsection 38(a)). Landlord shall not release to any third party any non-public financial information or non-public information about Tenant's ownership structure that Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party's attorneys, accountants, brokers, lenders, potential lenders, investors, potential investors and other bona fide consultants or advisers (with respect to this Lease only); provided such third parties agree to be bound by this Section or (z) to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section. View More
Found in Poseida Therapeutics, Inc. contract
Representations. 38.1 By Tenant. Tenant guarantees, warrants and represents that (a) that: (1) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) (2) Tenant has and is is, or prior to the Effective Date will be, duly qualified to do business in the state in which the Property is Premises are located, (c) (3) Tenant has full corporate, partnership, trust, association or other appropriate power and author...ity to enter into this Lease and to perform all Tenant's obligations hereunder, (d) each person (and all of the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so and (e) (4) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, 38.2 By Landlord. Landlord warrants and represents that none of (x) it, (y) its affiliates that: (1) Landlord is duly incorporated or partners nor (z) to otherwise established or formed and validly existing under the best laws of its knowledge, its members, shareholders state of incorporation, establishment or formation, (2) Landlord is duly qualified to do business in the state in which the Premises are located, (3) Landlord has full corporate, partnership, trust, association or other equity owners appropriate power and authority to enter into this Lease and to perform all Landlord's obligations hereunder, (4) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of their respective employees, officers, directors, representatives documents or agents instruments under which Landlord is constituted or to which Landlord is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action. party. View More
Found in Design Therapeutics, Inc. contract
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Representations. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.
Found in CNH Equipment Trust 2019-A contract
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Representations. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives Representatives, or in the case of Section 5(m) by Credit Suisse will be binding upon all the Underwriters.
Found in Ellington Financial Inc. contract
Representations. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters.
Found in Avnet contract
Representations. The Representatives Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives Representative will be binding upon all the Underwriters.
Found in Taylor Morrison Home Corp contract
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Representations. (a) I represent that my employment with the Company and my performance of all of the terms of this Nondisclosure Agreement do not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I shall not enter into, any agreement either written or oral in conflict herewith. (b) I further agree that any breach of this Nondisclosure Agreement by me will cause irreparable d...amage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder. The Company may apply for such injunctive relief in any court of competent jurisdiction without the necessity of posting any bond or other security. View More
Found in Hemoglobin Oxygen Therapeutics LLC contract
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Representations. (a) I represent that my employment with the Company and my performance of all of the terms of this Nondisclosure Agreement do not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I shall not enter into, any agreement either written or oral in conflict herewith. I agree that in the course of my employment with the Company, if the Company requests that I under...take activities that will cause me to use Confidential Information of my prior employer, I will inform the Company of that fact. (b) I further agree that the restrictions set forth in Paragraph 2 hereof are reasonable and necessary to protect specific business interests of the Company. I agree that any breach of this Nondisclosure Agreement by me will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder. The Company may apply for such injunctive relief in any court of competent jurisdiction without the necessity of posting any bond or other security. View More
Found in MELINTA THERAPEUTICS, INC. contract
Representations. (a) a. I represent that my employment with the Company and my performance of all of the these terms of this Nondisclosure Agreement and conditions do not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. Company employment, nor will it violate any nonsolicitation and/or noncompetition agreements entered into prior to my Company employment. I have not entered into, and I shall not enter i...nto, any agreement either written or oral in conflict herewith. (b) b. I further agree that any breach of this Nondisclosure Agreement these terms and conditions by me will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder. The c. I agree that if the Company may apply for such injunctive relief prevails in any court of competent jurisdiction without legal action against me to enforce these terms and conditions, I will reimburse the necessity of posting any bond or other security. Company for all costs and expenses (including reasonable attorneys' fees) the Company incurs in connection with such action. View More
Found in Solid Biosciences Inc. contract
Representations. (a) I represent that my employment Business Relationship with the Company and my performance of all of the terms of this Nondisclosure Agreement do not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Business Relationship with the Company. Company nor any other agreement to which I am a party (including any non-competition or non-solicitation agreement). I have not entered into, and I shall not ent...er into, any agreement either written or oral in conflict herewith. (b) I further agree that any breach of this Nondisclosure Agreement by me will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder. The Company may apply for such injunctive relief in any court of competent jurisdiction without the necessity of posting any bond or other security. 4 13. Governing Law; Forum Selection Clause. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other shall be commenced and maintained in any state or federal court located in the Commonwealth of Massachusetts, and I hereby submit to the jurisdiction and venue of any such court. View More
Found in Mevion Medical Systems, Inc. contract
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