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. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement 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 hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.
Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any prior agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith. with th...is Agreement. View More
Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement 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 Group. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.
Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by service to the Company. I hereby represent and warrant that I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.
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
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
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
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
Representations. 16.1 Title. Except as expressly provided in this Agreement, Owner represents to Owner's knowledge and belief as follows: (a) the unpatented mining claims which are part of the Property were properly located in accordance with applicable federal and state laws and regulations; (b) the unpatented mining claims which are part of the Property are in good standing; and (c) subject to the paramount title of the United States, the unpatented mining claims are free and clear of adverse claims, liens, en...cumbrances, or royalties. 12 16.2 Lesser Interest. If Owner owns an interest in the Property which is less than the entire and undivided estate in the Property, the Minimum Payments and the Purchase Price shall not be reduced, however, the Royalty payments shall be reduced proportionately in accordance with the nature and extent of Owner's interest such that the Royalty payments shall be paid to Owner only in the proportion that Owner's interest bears to the entire and undivided estate in the portion of the Property from which Minerals are produced. 16.3 Escrow for Disputes. If at any time a third party asserts a claim of ownership in the Property or the Minerals which is adverse to the interest of Owner or NCG, or if NCG is advised by legal counsel for NCG that it appears that a third party may have such a claim, NCG may deposit any payments which would otherwise be due to Owner into escrow and give notice of such deposit to Owner. In the event of a dispute as to ownership of the Property, the Minerals, the surface of the Property, or the Royalty, payment of the Royalty payments may be deferred until twenty (20) days after NCG is furnished satisfactory evidence that such dispute has been finally settled and all provisions as to keeping this Agreement in force shall relate to such extended time for payment.View More
Representations. 16.1 Title. Except as expressly provided in this Agreement, Owner represents to Owner's knowledge and belief as follows: (a) the unpatented mining claims which are part of the Property were properly located in accordance with applicable federal and state laws and regulations; (b) the unpatented mining claims which are part of the Property are in good standing; and (c) subject to the paramount title of the United States, the unpatented mining claims are free and clear of adverse claims, liens, en...cumbrances, or royalties. 12 16.2 Lesser Interest. If Owner owns an interest in the Property which is less than the entire and undivided estate in the Property, the Minimum Payments and the Purchase Price shall not be reduced, however, the Royalty payments shall be reduced proportionately in accordance with the nature and extent of Owner's interest such that the Royalty payments shall be paid to Owner only in the proportion that Owner's interest bears to the entire and undivided estate in the portion of the Property from which Minerals are produced. 16.3 Escrow for Disputes. If at any time a third party asserts a claim of ownership in the Property or the Minerals which is adverse to the interest of Owner or NCG, or if NCG is advised by legal counsel for NCG that it appears that a third party may have such a claim, NCG may deposit any payments which would otherwise be due to Owner into escrow and give notice of such deposit to Owner. In the event of a dispute as to ownership of the Property, the Minerals, the surface of the Property, or the Royalty, payment of the Royalty minimum payments may be deferred until twenty (20) days after NCG is furnished satisfactory evidence that such dispute has been finally settled and all provisions as to keeping this Agreement in force shall relate to such extended time for payment. 5 17. Covenants, Warranties and Representations. Each of the Parties covenants, warrants and represents for itself as follows: 17.1 Compliance with Laws. That it has complied with all applicable laws and regulations of any governmental body, federal, state or local, regarding the terms of and performance of its obligations under this Agreement. Each party shall maintain its standing as a business entity in accordance with the laws of the jurisdiction of its organization. 17.2 No Pending Proceedings. That there are no lawsuits or proceedings pending or threatened which affect its ability to perform the terms of this Agreement. 17.3 Costs. That it shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement. 17.4 Brokers. That it has had no dealings with any agent, broker or finder in connection with this Agreement, and shall indemnify, defend and hold the other party harmless from and against any claims that may be asserted through such party that any agent's broker's or finder's fee is due in connection with this Agreement. 17.5 Patriot Act. That it is not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department and is not otherwise blocked or banned by any foreign assets office rule or any other law or regulation, including the USA Patriot Act or Executive Order 13224. View More
Representations. (a) Executive represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to or outside of his employment by the Company. Executive hereby represents and warrants that he has not entered into, and will not enter into, any oral or written agreement in conflict herewith. (b) Executive hereby represents that Executive is not subject to any other agreement that Executive... will violate by working with the Company or in the position for which the Company has hired Executive. Further, Executive represents that no conflict of interest or a breach of Executive's fiduciary duties will result by working with and performing duties for the Company. (c) Executive further acknowledges and agrees that he has carefully read this Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he has been provided an opportunity to seek the advice of legal counsel of his choice before signing this Agreement. (d) Executive further agrees during the Severance Period to provide a prompt response to Company in the event Company requests non-confidential information connected to Executive's subsequent employment after ceasing to be an employee of Company. (e) Executive represents and warrants that he is not currently involved, directly or, to his knowledge, indirectly, in any litigation as a defendant or as a party subject to any counterclaims, nor is any such litigation threatened against Executive, directly or indirectly.View More
Representations. (a) Executive represents that his and warrants that: (a) Executive's performance of all the terms of and duties set forth in this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him Executive in confidence or in trust prior to or outside of his Executive's employment by the Company. Executive hereby represents and warrants that he Executive has not entered into, and will not enter into, any oral or written agreement in conflict herewith. The Comp...any acknowledges Executive's letter of agreement with HNI Corporation dated February 16, 2018. The Company represents, warrants, and covenants that it will not encourage or require executive to engagement in activities in violation of such agreement. (b) Executive hereby represents that Executive is not subject to any other agreement that Executive will violate by working with the Company or in the position for which the Company has hired Executive. Further, Executive represents that no conflict of interest or a breach of Executive's fiduciary duties will result by working with and performing duties for the Company. (c) Executive further acknowledges and agrees that he has carefully read this Agreement and that he Executive has asked any questions needed for him Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he Executive has been provided an opportunity to seek the advice of legal counsel of his Executive's choice before signing this Agreement. 4 (d) During the period in which Executive further agrees during receives any severance benefits under the Severance Period to Plan that Executive will provide a prompt response to Company in the event Company requests non-confidential information connected to Executive's employment with the Company or regarding non-confidential information regarding Executive's subsequent employment after ceasing to be an employee of the Company. (e) Executive represents and warrants that he is not currently involved, directly or, to his knowledge, or indirectly, in any litigation as a defendant or as a party subject to any counterclaims, nor is any such litigation threatened against Executive, directly or indirectly. View More
Representations. (a) Executive represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to or outside of his employment by the Company. Executive hereby represents and warrants that he has not entered into, and will not enter into, any oral or written agreement in conflict herewith. (b) Executive hereby represents that Executive is not subject to any other agreement that Executive... Employee will violate by working with the Company or in the position for which the Company has hired Executive. Further, Executive represents that no conflict of interest or a breach of Executive's fiduciary duties will result by working with and performing duties for the Company. 2 (c) Executive further acknowledges and agrees that he has carefully read this Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he has been provided an opportunity to seek the advice of legal counsel of his choice before signing this Agreement. (d) Executive further agrees during the Severance Period to provide a prompt response to Company in the event Company requests non-confidential information connected to Executive's subsequent employment after ceasing to be an employee of Company. (e) Executive represents and warrants that he is not currently involved, directly or, to his knowledge, indirectly, in any litigation as a defendant or as a party subject to any counterclaims, nor is any such litigation threatened against Executive, directly or indirectly.View More
Representations. (a) Executive represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to or outside of his employment by the Company. Executive hereby represents and warrants that he has not entered into, and will not enter into, any oral or written agreement in conflict herewith. (b) Executive hereby represents that Executive is not subject to any other agreement that Executive... Employee will violate by working with the Company or in the position for which the Company has hired Executive. Further, Executive represents that no conflict of interest or a breach of Executive's fiduciary duties will result by working with and performing duties for the Company. (c) Executive further acknowledges and agrees that he has carefully read this Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he has been provided an opportunity to seek the advice of legal counsel of his choice before signing this Agreement. (d) Executive further agrees during the Severance Period to provide a prompt response to Company in the event Company requests non-confidential information connected to Executive's subsequent employment after ceasing to be an employee of Company. (e) Executive represents and warrants that he is not currently involved, directly or, to his knowledge, indirectly, in any litigation as a defendant or as a party subject to any counterclaims, nor is any such litigation threatened against Executive, directly or indirectly.View More
Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of suc...h Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan Documents. (b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained. (d) Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date.View More
Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: follows as of the date of this Amendment: (a) Authorization. The execution, delivery and performance by the Borrower and the Guarantors of this Amendment and any other agreements contemplated hereby and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and wi...ll not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract material agreement or other material instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, and (vi) do not require any material approval or consent of any Person other than the liens those already obtained and encumbrances created by the Loan Documents. as are in full force and effect. (b) Enforceability. The execution and delivery of this This Amendment are is the valid and legally binding obligations obligation of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Approvals. Approval. The execution, delivery and performance by the Borrower and the Guarantors of this Amendment and any other agreements contemplated hereby and the transactions contemplated hereby and thereby do not require the approval or consent of of, or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained. obtained and other than any disclosure filings with the SEC as may be required with respect to this Amendment. (d) Reaffirmation. Borrower and the Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. Each of the representations and warranties made by or on behalf of Borrower, Guarantors or any of their respective Subsidiaries contained in this Amendment, the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true and correct in all material respects as of the date as of which they were made and are true and correct in all material respects as of the date hereof, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions or other events permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date). (e) No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents immediately after the execution and delivery of this Amendment and the other documents executed in connection herewith, and that no Default or Event of Default has occurred and is continuing. View More
Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: follows as of the date of this Amendment: (a) Authorization. The execution, delivery and performance by the Borrower and the Guarantors of this Amendment and any other agreements contemplated hereby and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and wi...ll not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, agreement, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract agreement or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, Persons other than the liens and encumbrances created in favor of the Agent contemplated by this Amendment and the other Loan Documents. Documents, and (vi) do not require any approval or consent of any Person other than those already obtained and delivered to the Agent. 4 (b) Enforceability. The execution This Amendment and delivery of each other document executed and delivered in connection with this Amendment are the valid and legally binding obligations of Borrower and Guarantors Guarantors, enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Approvals. The execution, delivery and performance by the Borrower and the Guarantors of this Amendment and any other agreements contemplated hereby and the transactions contemplated hereby and thereby do not require the approval or consent of of, or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained. (d) Reaffirmation. Borrower and Guarantors reaffirm and restate as Each of the date hereof each representations and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise warranties made by or on behalf of such Persons Borrower, Guarantors or any of their respective Subsidiaries contained in this Amendment, the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection therewith with the Credit Agreement or this Amendment are true in all material respects as of the date as of which they were made and are true in all material respects as of the date hereof, with the same effect as if made at and as of that time, except for representations to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranties warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date). (e) No Default. By execution hereof, the Borrower and Guarantors certify that expressly relate to an earlier date. the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents immediately after the execution and delivery of this Amendment and the other documents executed in connection herewith, and that no Default or Event of Default has occurred and is continuing. View More
Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: follows as of the date of this Amendment: (a) Authorization. The execution, delivery and performance by the Borrower and the Guarantors of this Amendment Amendment, the Notes and the amendment to the Agreement Regarding Fees executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary pr...oceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract material agreement or other material instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, and (vi) do not require any material approval or consent of any Person other than the liens those already obtained and encumbrances created by the Loan Documents. as are in full force and effect. (b) Enforceability. The execution This Amendment, the Notes and delivery of this Amendment the amendment to the Agreement Regarding Fees executed in connection herewith are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Approvals. The execution, delivery and performance by the Borrower and the Guarantors of this Amendment Amendment, the Notes and the amendment to the Agreement Regarding Fees executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of of, or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained. obtained and other than any disclosure filings with the SEC as may be required with respect to this Amendment. (d) Reaffirmation. Borrower and the Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. Each of the representations and warranties made by or on behalf of Borrower, Guarantors or any of their respective Subsidiaries contained in this Amendment, the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true in all material respects as of the date as of which they were made and are true in all material respects as of the date hereof, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (e) No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents immediately after the execution and delivery of this Amendment and the other documents executed in connection herewith, and that no Default or Event of Default has occurred and is continuing. View More
Representations. The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder.
Representations. The Executive represents and warrants to the Company that he she has the legal right to enter into this Agreement and to perform all of the obligations on his her part to be performed hereunder in accordance with its terms and that he she is not a party to any agreement or understanding, written or oral, which could prevent him her from entering into this Agreement or performing all of his her obligations hereunder.
Representations. The Executive represents that he has disclosed to the Company all confidentiality, non-competition, non-solicitation, rights to inventions and other similar agreements under which he is currently bound. The Executive further represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or o...ral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder. View More
Representations. The Executive represents that he has disclosed to the Company all confidentiality, non-competition, non-solicitation, rights to inventions and other similar agreements under which he is currently bound. The Executive further represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or o...ral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder. View More
Representations. You agree and represent that: (a) You have read carefully the terms of this Agreement, including the General Release; (b) You have had an opportunity to and have been encouraged to review this Agreement, including the General Release, with an attorney; (c) You understand the meaning and effect of the terms of this Agreement, including the General Release; (d) You were given a reasonable period of time to determine whether you wished to sign this Agreement, including the General Release; (e) Your... decision to sign this Agreement, including the General Release, is of your own free and voluntary act without compulsion of any kind; (f) No promise or inducement not expressed in this Agreement has been made to you; (g) You understand that you are waving your Claims as set forth in Paragraph 3 above, including, but not limited to, any Claims for age discrimination under the Age Discrimination in Employment Act; and (h) You have adequate information to make a knowing and voluntary waiver of any and all claims set forth in Paragraph 4 above.View More
Representations. You agree and represent that: (a) You you have read carefully the terms of this Agreement, including the General Release; (b) You you have had an opportunity to and have been encouraged to review this Agreement, including the General Release, with an attorney; (c) You you understand the meaning and effect of the terms of this Agreement, including the General Release; (d) You you were given a reasonable period of time twenty-one (21) days to determine whether you wished to sign this Agreement, in...cluding the General Release; Agreement; (e) Your your decision to sign this Agreement, including the General Release, is of your own free and voluntary act without compulsion of any kind; (f) No no promise or inducement not expressed in this Agreement has been made to you; (g) You you understand that you are waving waiving your Claims as set forth in Paragraph 3 above, including, but not limited to, any Claims for age discrimination under the Age Discrimination in Employment Act; and (h) You you Anthony DiSilvestroNovember 20, 2019Page 8 have adequate information to make a knowing and voluntary waiver of any and all claims Claims as set forth in Paragraph 4 3 above. View More
Representations. You agree and represent understand that: (a) You you have read carefully the terms of this Release Agreement, including the General Release; (b) You you have had an opportunity to and have been encouraged to review this Release Agreement, including the General Release, with an attorney; (c) You you understand the meaning and effect of the terms of this Release Agreement, including the General Release; (d) You you were given a reasonable period of time twenty-one (21) days to review and to determ...ine whether you wished to sign this Release Agreement, including the General Release; (e) Your your decision to sign this Release Agreement, including the General Release, is of your own free and voluntary act without compulsion of any kind; (f) No no promise or inducement not expressed in this Release Agreement has been made to you; (g) You you understand that you are waving waiving your Claims as set forth in Paragraph 3 above, including, but not limited to, any Claims for age discrimination under the Age Discrimination in Employment Act; Act (subject to the limitations in Paragraph 4 above and your Retained Rights in Paragraph 5 above); and (h) You you have adequate information to make a knowing and voluntary waiver of any and all claims Claims as set forth in Paragraph 4 3 above. View More
Representations. You agree and represent that: that (a) You you have read carefully the terms of this Agreement, including the General Release; general release; (b) You you have had an opportunity to and have been encouraged advised by the Company to review this Agreement, including the General Release, general release, with an attorney; (c) You you understand the meaning and effect of the terms of this Agreement, including the General Release; general release; (d) You you were given a reasonable period of time...twenty-one (21) days to determine whether you wished to sign this Agreement, including the General Release; general release; (e) Your your decision to sign this Agreement, including the General Release, general release, is of your own free and voluntary act without compulsion of any kind; (f) No no promise or inducement not expressed in this Agreement has been made to you; and (g) You understand that you are waving your Claims as set forth in Paragraph 3 above, including, but not limited to, any Claims for age discrimination under the Age Discrimination in Employment Act; and (h) You have adequate information to make a knowing and voluntary waiver of any and all claims set forth in Paragraph 4 above. waiver. View More
Representations. (a) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under this Agreement, (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, 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 its valid and binding obligation, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (b) The Executive represents and warrants that (i) the delivery and performance of this Agreement by him does not violate any law or regulation applicable to the Executive, (ii) delivery and performance of this Agreement by him does not violate any applicable order, judgment or decree or any agreement to which the Executive is a party or by which he 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 Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.View More
Representations. (a) The Executive represents and warrants to the Company that he (i) has the legal right to enter into this Agreement and to perform all of the obligations to be performed by him hereunder in accordance with its terms and (ii) is not a party to any agreement or understanding, written or oral, that would prevent him from 14 entering into this Agreement or performing his obligations under it. The Executive represents and warrants to the Company that he is not a party to any non-compete or non-soli...citation obligations with any Person which would be violated by performing his duties hereunder. (b) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under this Agreement, it, (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree decree, or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound, bound and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against the Company it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (b) The Executive represents and warrants that (i) the delivery and performance of this Agreement by him does not violate any law or regulation applicable to the Executive, (ii) delivery and performance of this Agreement by him does not violate any applicable order, judgment or decree or any agreement to which the Executive is a party or by which he 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 Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.View More
Representations. (a) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other Person person or body whose action is required) to enter into this Agreement and to perform its obligations under this Agreement, Agreement and (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by w...hich it is bound, and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. The Company further represents that the members of the Board each are unaware of (i) any basis for the Company to assert claims against the Executive for any actions or omissions of the Executive on or prior to the date hereof or (ii) any basis for terminating the Executive's employment for Cause (as such term is defined in the SOIP). (b) The Executive represents and warrants that (i) to the best of the Executive's knowledge and belief, the execution, delivery and performance of this Agreement by him the Executive does not violate any law or regulation applicable to the Executive, Executive and (ii) delivery and performance of this Agreement by him does not violate any applicable order, judgment or decree or any agreement to which the Executive is a party or by which he 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 Executive, enforceable against him the Executive in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. View More
Representations. (a) The Company Bank represents and warrants that that: (i) it is fully authorized by action of its Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under this Agreement, hereunder; (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document (x) to which it is a party or... (y) by which it is bound, bound; and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against the Company it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (b) The Executive Officer represents and warrants that that: (i) the delivery and performance of this Agreement by him Officer does not violate any law or regulation applicable to the Executive, Officer; (ii) delivery and performance of this Agreement by him Officer does not violate any applicable order, judgment or decree or any agreement to which the Executive Officer is a party or by which he Officer is bound 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 Executive, Officer, enforceable against him Officer in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. View More
Representations. The Consultants represents that they are not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the Services. The Consultants acknowledge that, to the best of their knowledge, the performance of the Services will not violate any rule or provision of any regulatory agency having jurisdiction over the Consultants. The Consultants acknowledge that, to the best of its knowledge, Consultants and its officers and directors are not the subjec...t of any investigation, claim, decree or judgment involving any violation of federal or state securities laws, rules or regulations. The Consultants further acknowledge that they are not a securities broker dealer or a registered investment advisor. The Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company with respect to the engagement of the Consultants.View More
Representations. The Consultants Consultant represents that they are it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the Services. The Consultants acknowledge services set forth herein. Consultant acknowledges that, to the best of their its knowledge, the performance of the Services services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over the Consultants. The Consultan...ts acknowledge Consultant. Consultant acknowledges that, to the best of its knowledge, Consultants Consultant and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of federal the SEC or state securities laws, rules or regulations. The Consultants laws. Consultant further acknowledge acknowledges that they are it is not a securities broker dealer Broker Dealer or a registered investment advisor. The Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company. Company with respect acknowledges that, to the engagement best of its knowledge, Company is not the subject of any investigation, claim, decree or judgment involving any violation of the Consultants. SEC or securities laws. View More
Representations. The Consultants Consultant represents that they are it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the Services. The Consultants acknowledge services set forth herein. Consultant acknowledges that, to the best of their his knowledge, the performance of the Services services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over the Consultants. The Consultan...ts acknowledge Consultant. Consultant acknowledges that, to the best of its knowledge, Consultants and its officers and directors are Consultant is not the subject of any investigation, claim, decree or judgment involving any violation of federal or state securities laws, rules or regulations. The Consultants Consultant further acknowledge acknowledges that they are he is not a securities broker dealer broker-dealer or a registered investment advisor. The Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Consultant or the Company with respect to the engagement of the Consultants. Consultant or any services provided by the Consultant. The Consultant undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Consultant set forth herein. View More
Representations. The Consultants represents represent that they are not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the Services. The services set forth herein. Consultants acknowledge that, to the best of their its knowledge, the performance of the Services services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over the Consultants. The Consultants acknowledge that, to the bes...t of its their knowledge, Consultants and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of federal or state securities laws, rules or regulations. The Consultants further acknowledge that they are not a securities broker dealer or a registered investment advisor. The Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company with respect to the engagement of the Consultants.View More
Representations. Borrower represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") have been duly authorized, executed, and delivered by Borrower and each Guarantor, as applicable; (b) no action of, or filing with (other than filing of financing statements in connection with the Collateral), any Governmental Authority is required to authorize, or is otherwise required in connection with, ...the execution, delivery, and performance of the Amendment Documents by Borrower and each Guarantor; (c) the Loan Documents, as amended by the Amendment Documents, are valid and binding upon Borrower and each Guarantor and are enforceable against Borrower and each Guarantor in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; (d) the execution, delivery, and performance by Borrower and each Guarantor of the Amendment Documents does not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, or material agreements to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor is bound; (e) all representations and warranties in the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment, and after giving effect to this Amendment and the Specialized Acquisition, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to the Amendment Documents, no Potential Default or Event of Default exists.View More
Representations. Each of Borrower and Parent represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") have this Amendment has been duly authorized, executed, and delivered by Borrower Borrower, Parent, and each Guarantor, as applicable; Guarantor; (b) no action of, or filing with (other than filing of financing statements in connection with the Collateral), with, any Governmental Authorit...y governmental authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by Borrowers, Parent, or Guarantors of the Amendment Documents by Borrower and each Guarantor; this Amendment; (c) the Loan Documents, as amended by the Amendment Documents, this Amendment, are valid and binding upon Borrower Borrower, Parent, and each Guarantor Guarantors and are enforceable against Borrower Borrower, Parent, and each Guarantor Guarantors in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; Debtor Relief Laws; (d) the execution, delivery, and performance by Borrower Borrower, Parent, and each Guarantor Guarantors of the this Amendment Documents does not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, laws, agreements, or material agreements understandings to which Borrower Borrower, Parent, or any Guarantor is a party or by which Borrower Borrower, Parent, or any Guarantor is bound; (e) all representations and warranties in the Credit Agreement Loan Documents are true and correct in all material respects on and as (without duplication of the date of this Amendment, and after giving effect to this Amendment and the Specialized Acquisition, any materiality qualifiers set forth therein) except (i) to the extent that (i) any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of them speak to a different specific date, such earlier date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; Agreement or by the effects of COVID-19 pandemic; and (f) after giving effect to the Amendment Documents, this Amendment, no Potential Default or Event of Default exists. First Amendment to Second Amendedand Restated Credit Agreement -2- 7. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms. View More
Representations. Borrower represents and warrants to Administrative Agent and Lenders Lender that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") Amendment Documents have been duly authorized, executed, and delivered by Borrower and each Guarantor, as applicable; Borrower; (b) no action of, or filing with (other than filing of financing statements in connection with the Collateral), with, any Governmental Authority governmental authority is re...quired to authorize, or is otherwise required in connection with, the execution, delivery, and performance by Borrower of the Amendment Documents by Borrower and each Guarantor; Documents; (c) the Loan Documents, as amended by the Amendment Documents, are valid and binding upon Borrower and each Guarantor Borrower, and are enforceable against Borrower and each Guarantor in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; laws; (d) the execution, delivery, and performance by Borrower and each Guarantor of the Amendment Documents does do not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, laws, agreements, or material agreements understandings to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor is bound; (e) all representations and warranties in the Credit Agreement Loan Documents are true and correct in all material respects on immediately prior to, and as of the date of after giving effect to, this Amendment, Amendment; and (f) prior to and after giving effect to this Amendment and the Specialized Acquisition, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to the Amendment Documents, Amendment, no Potential Default or Event of Default exists. View More
Representations. Each of Borrower and Parent represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") have (i) this Amendment has been duly authorized, executed, and delivered by Borrower each of Borrower, Parent and each Guarantor, as applicable; (b) Guarantors; (ii) no action of, or filing with (other than filing of financing statements in connection with the Collateral), with, any Gove...rnmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by Borrower, Parent or Guarantors of the Amendment Documents by Borrower and each Guarantor; (c) this Amendment; (iii) the Loan Documents, as amended by the Amendment Documents, this Amendment, are valid and binding upon Borrower Borrower, Parent and each Guarantor Guarantors and are enforceable against Borrower each of Borrower, Parent and each Guarantor Guarantors in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; (d) Debtor Relief Laws; (iv) the execution, delivery, and performance by Borrower each of Borrower, Parent and each Guarantor Guarantors of the this Amendment Documents does do not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, Laws, agreements, or material agreements understandings to which Borrower Borrower, Parent or any Guarantor is a party or by which Borrower Borrower, Parent or any Guarantor is bound; (e) (v) all representations and warranties in the Credit Agreement Loan Documents are true and correct in all material respects on and as of the date of this Amendment, and after giving effect to this Amendment and the Specialized Acquisition, correct, except to the extent that (i) any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of them speak such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 7.05 shall be deemed to a different specific date, or (ii) refer to the facts on which any most recent statements furnished pursuant to clauses (a) and (b), respectively, of them were based Section 8.01; (vi) no Default exists; and (vii) no amendments have been changed by transactions contemplated or permitted by made to the Organization Documents of Borrower, Parent and Guarantors, as applicable, since October 10, 2013. Armada Hoffler, L.P. First Amendment Page 2 7. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement; Agreement and (f) after giving the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect to the Amendment Documents, no Potential Default or Event of Default exists. and shall remain enforceable and binding in accordance with their respective terms. View More
