Representations Contract Clauses (5,578)

Representations. Executive and the Company warrant and represent that (a) neither has filed or authorized the filing of any complaints, charges or lawsuits against the other or any released party with any governmental agency or court, and that if, unbeknownst to Executive or the Company, such a complaint, charge or lawsuit has been filed on his or its behalf, he or it will immediately cause it to be withdrawn and dismissed, (b) the execution, delivery and performance of this Agreement by Executive and the... Company does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive or the Company is a party or any judgment, order or decree to which Executive or the Company is subject, and (c) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a valid and binding obligation of Executive and the Company, enforceable in accordance with its terms. Executive further represents that (d) he has reported all hours worked as of the date of this Agreement and has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement, (e) he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law, and (f) he is not aware of any complaint (including any whistleblower complaint), charge or lawsuit being prepared against the Company or any of its subsidiaries by any employee, former employee, or third party. View More

Representations. Executive and the Company warrant and represent that (a) neither has filed or authorized the filing of any complaints, charges or lawsuits against the other or any released party with any governmental agency or court, and that if, unbeknownst to Executive or the Company, such a complaint, charge or lawsuit has been filed on his or its behalf, he or it will immediately cause it to be withdrawn and dismissed, (b) the execution, delivery and performance of this Agreement by Executive and the... Company does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive or the Company is a party or any judgment, order or decree to which Executive or the Company is subject, and (c) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a valid and binding obligation of Executive and the Company, enforceable in accordance with its terms. Executive further represents that (d) he has reported all hours worked as of the date of this Agreement and has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement, (e) he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law, and (f) he is not aware of any complaint (including any whistleblower complaint), charge or lawsuit being prepared against the Company or any of its subsidiaries by any employee, former employee, or third party. View More

Representations. (a) The Executive hereby represents and warrants, to the best of his knowledge, that he is not a party to or bound by any agreement, arrangement or understanding, written or otherwise, which prohibits or in any manner restricts his ability to enter into and fulfill his obligations under this Agreement (other than confidentiality obligations with any of the Executive's prior employers). The parties acknowledge and agree that the Executive shall not use of disclose, or be permitted to use or... disclose, any confidential or proprietary information belonging to any prior employer in connection with the performance of his duties under this Agreement. (b) The Company represents and warrants that (i) it is fully authorized by action of the Board and of any Person whose action is required to enter into this Agreement and perform its obligations; (ii) the execution, delivery and performance of this Agreement by it does not and will not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which it is a party or by which it is bound; and (iii) upon the execution and delivery of this Agreement by the parties, this Agreement shall be a valid and binding obligation of the Company, enforceable against it in accordance with its terms. View More

Representations. (a) The Executive hereby represents and warrants, to the best of his knowledge, that he is not a party to or bound by any agreement, arrangement or understanding, written or otherwise, which prohibits or in any manner restricts his ability to enter into and fulfill his obligations under this Agreement (other than confidentiality obligations with any of the Executive's prior employers). The parties acknowledge and agree that the Executive shall not use of disclose, or be permitted to use or... disclose, any confidential or proprietary information belonging to any prior employer in connection with the performance of his duties under this Agreement. (b) The Company represents and warrants that (i) it is fully authorized by action of the Board and of any Person whose action is required to enter into this Agreement and perform its obligations; (ii) the execution, delivery and performance of this Agreement by it does not and will not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which it is a party or by which it is bound; and (iii) upon the execution and delivery of this Agreement by the parties, this Agreement shall be a valid and binding obligation of the Company, enforceable against it in accordance with its terms. View More

Representations. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: 3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, as amended by this Amendment, and all of the terms, covenants and conditions of each of the other Loan Documents. 3.2. There exists no Default or Event of Default. 3.3. The representations and warranties contained in Article IV of the Credit Agreement are, except to the extent that they relate... solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof. 3.4. The Borrower has full corporate or other organizational power and authority to execute, deliver and perform its obligations under this Amendment and the Replacement Revolver Notes (as hereinafter defined) and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action. No consent or approval of the stockholders of the Borrower which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment or the Replacement Revolver Notes. 3.5. This Amendment and the Replacement Revolver Notes constitute the valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 3.6. There are no actions, suits, proceedings or investigations pending or, so far as the officers of the Borrower know, threatened before any court or administrative agency that, in the opinion of the officers of the Borrower, will materially adversely affect (i) the financial condition or operations of the Borrower, or (ii) the ability of the Borrower to execute or deliver this Amendment or the Replacement Revolver Notes, or to carry out the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. 3.7. There is no charter, by-law, or other organizational document provision of the Borrower and no provision of any existing mortgage, lease, indenture, contract, or agreement binding on the Borrower or affecting its property that would conflict with or in any way prevent the execution or delivery of this Amendment or the Replacement Revolver Notes, or the carrying out of the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. View More

Representations. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: 3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, as amended by this Amendment, and all of the terms, covenants and conditions of each of the other Loan Documents. 3.2. There exists no Default or Event of Default. 3.3. The representations and warranties contained in Article IV of the Credit Agreement are, except to the extent that they relate... solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof. 3.4. The Borrower has full corporate or other organizational power and authority to execute, deliver and perform its obligations under this Amendment and the Replacement Revolver Notes (as hereinafter defined) and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action. No consent or approval of the stockholders of the Borrower which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment or the Replacement Revolver Notes. 3.5. This Amendment and the Replacement Revolver Notes constitute the valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 3.6. There are no actions, suits, proceedings or investigations pending or, so far as the officers of the Borrower know, threatened before any court or administrative agency that, in the opinion of the officers of the Borrower, will materially adversely affect (i) the financial condition or operations of the Borrower, or (ii) the ability of the Borrower to execute or deliver this Amendment or the Replacement Revolver Notes, or to carry out the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. 3.7. There is no charter, by-law, or other organizational document provision of the Borrower and no provision of any existing mortgage, lease, indenture, contract, or agreement binding on the Borrower or affecting its property that would conflict with or in any way prevent the execution or delivery of this Amendment or the Replacement Revolver Notes, or the carrying out of the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. View More

Representations. The Participant hereby represents, warrants, and agrees that: (a) The Incentive Award granted hereunder is in consideration for the Participant's agreement that (i) the Restrictive Covenants are reasonable, appropriate and suitable in their geographic scope, duration and content; (ii) the Participant shall not, directly or indirectly, raise any issue of the reasonableness, appropriateness and suitability of the geographic scope, duration or content of such Restrictive Covenants in any... proceeding to enforce such Restrictive Covenants; (iii) such Restrictive Covenants shall survive the termination of this Incentive Award Agreement, in accordance with their terms; and (iv) the Company is free to assign such Restrictive Covenants upon a sale or other transaction of any kind relating to the ownership and/or control of the Company. (b) The enforcement of any remedy under the Plan or this Incentive Award Agreement will not prevent the Participant from earning a livelihood, because the Participant's past work history and abilities are such that the Participant can reasonably expect to find work irrespective of the Restrictive Covenants. (c) The Restrictive Covenants are essential for the Company's reasonable protection, and the Company has reasonably relied on the Restrictive Covenants. (d) The Participant has the full right to enter into this Incentive Award Agreement and by entering into and performance of this Incentive Award Agreement will not violate or conflict with any arrangements or agreements the Participant may have or agreed to have with any other Person. (e) The Participant agrees that, in the event of the Participant's breach or threatened breach of the Restrictive Covenants, the Company may seek to enforce such Restrictive Covenants through any equitable remedy, including specific performance or injunction, without waiving any claim for damages. In any such event, the Company waives any claim that the Company has an adequate remedy at law or for the posting of a bond. View More

Representations. The Participant hereby represents, warrants, and agrees that: (a) The Incentive Award granted hereunder is in consideration for the Participant's agreement that (i) the Restrictive Covenants are reasonable, appropriate and suitable in their geographic scope, duration and content; (ii) the Participant shall not, directly or indirectly, raise any issue of the reasonableness, appropriateness and suitability of the geographic scope, duration or content of such Restrictive Covenants in any... proceeding to enforce such Restrictive Covenants; (iii) such Restrictive Covenants shall survive the termination of this Incentive Award Agreement, in accordance with their terms; and (iv) the Company is free to assign such Restrictive Covenants upon a sale or other transaction of any kind relating to the ownership and/or control of the Company. (b) The enforcement of any remedy under the Plan or this Incentive Award Agreement will not prevent the Participant from earning a livelihood, because the Participant's past work history and abilities are such that the Participant can reasonably expect to find work irrespective of the Restrictive Covenants. (c) The Restrictive Covenants are essential for the Company's reasonable protection, and the Company has reasonably relied on the Restrictive Covenants. (d) The Participant has the full right to enter into this Incentive Award Agreement and by entering into and performance of this Incentive Award Agreement will not violate or conflict with any arrangements or agreements the Participant may have or agreed to have with any other Person. (e) The Participant agrees that, in the event of the Participant's breach or threatened breach of the Restrictive Covenants, the Company may seek to enforce such Restrictive Covenants through any equitable remedy, including specific performance or injunction, without waiving any claim for damages. In any such event, the Company waives any claim that the Company has an adequate remedy at law or for the posting of a bond. View More

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 or by William Blair and Stifel will be binding upon all the Underwriters. Joseph L. Jackson and Richard T. Green, or either of them alone, will act for the Selling Stockholders as provided by the Power of Attorney in connection with such transactions, and any action under or in respect of this... Agreement taken by Joseph L. Jackson or Richard T. Green will be binding upon all the Selling Stockholders to the extent provided by the Power of Attorney. 20 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. View More

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 or by William Blair and Stifel will be binding upon all the Underwriters. Joseph L. Jackson and Richard T. Green, or either of them alone, will act for the Selling Stockholders as provided by the Power of Attorney in connection with such transactions, and any action under or in respect of this... Agreement taken by Joseph L. Jackson or Richard T. Green will be binding upon all the Selling Stockholders to the extent provided by the Power of Attorney. 20 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. View More