Representations Contract Clauses (1,808)

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such a complaint, charge or lawsuit has been filed on his or its behalf, he or it will immediately cause it to be withdrawn and dismissed, (b) the execution, delivery and performance of this Agreement by Executive and the Compan...y does not and will not conflict with, breach,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 discl...ose, 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 sol...ely 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 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 Agreem...ent 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. Assignor represents and warrants to Assignee that (i) Assignor is the owner of all of the right, title and interests of the Buyer (as defined in the Purchase Agreement) (the "Buyer's Interest"), and Assignor has not assigned or encumbered the Buyer's Interest except pursuant to this Assignment , (ii) the Purchase Agreement is in full force and effect, (iii) Assignor is not in default under any provision of the Purchase Agreement, (iv) to the best of Assignor's knowledge, there is no default by t...he Seller (as defined in the Purchase Agreement) under the Purchase Agreement, (v) Assignor will execute such further assurances with respect to the Purchase Agreement as may be reasonably requested by Assignee, and (vi) the Purchase Agreement has not been amended or modified except as described herein. View More

Representations. The Participant hereby represents that (i) the Participant has ownership and good title to the Cancelled RSUs and has not transferred or attempted to transfer such Cancelled RSUs to any other party, (ii) the Participant has full power and authority to enter into and deliver this Agreement, (iii) the Participant has not assigned any rights under the Award Agreement or the Plan, and (iv) this Agreement is enforceable against the Participant in accordance with its terms.

Representations. By signing below, you represent that your performance of services to the Company will not violate any duty which you may have to any other person or entity (such as a present or former employer), including obligations concerning providing services (whether or not competitive) to others, confidentiality of proprietary information and assignment of inventions, ideas, patents or copyrights, and you agree that you will not do anything gin the performance of services hereto that would violate any suc...h duty. View More

Representations. The Company represents that the Company's execution and delivery of this Agreement and the performance of its obligations hereunder: (a) has been authorized by all required corporate action on the part of the Company; and (b) will not conflict with, result in any breach of, or constitute a default under, any contract, agreement or arrangement to which the Company is a party. The Executive represents that the Executive's execution and delivery of this Agreement and the performance of the Executiv...e's obligations hereunder will not conflict with, result in any breach of, or constitute a default under, any contract, agreement or arrangement to which the Executive is a party. View More

Representations. The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement, and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization. The Executive represents and warrants that no agreement exists between him and any other person, firm or organization that would be violated by the performance of the Executive's obligations under this Agreement.12. INDEMNIFICATION; INSURANC...E.The Executive shall at all times be indemnified and eligible for advancement of expenses on the same basis as is provided for the Company's other executive officers and in accordance with the provisions of the Company's charter and by-laws then in effect. The Executive shall also be covered under all of the Company's policies of liability insurance maintained for the benefit of its directors and officers on the same basis as is provided for its other executive officers.13. ENTIRE AGREEMENT; TERMINATION.This Agreement, the agreements referenced herein and the Employee Non-Disclosure, Non-Competition & Inventions Agreement between the Executive and the Company contain the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto. Subject to the terms of this Agreement, the Company shall be entitled to terminate the Executive's employment at any time, and the Executive may terminate the Executive's employment by the Company, at any time subject to the provisions of Section 9(b) of this Agreement, in each case by written notice provided in accordance with Section 20 of this Agreement.14. AMENDMENT OR WAIVER. No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive and an authorized officer of the Company provided that the Company may, without the Executive's consent, unilaterally adopt amendments that may be required so that this Agreement continues to comply with applicable law or regulations, including without limitation Section 409A of the Code. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be. View More