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. The Executive and the Company each represents and warrants that: a) he or it is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his or its ability to enter into and fully perform his or its obligations under this Agreement, and b) he or it is not otherwise unable to enter into and fully perform his or its obligations under this Agreement.
Representations. The Executive and the Company Employer each represents and warrants that: a) that (i) he or it is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his or its ability to enter into and fully perform his or its obligations under this Agreement, Agreement and b) (ii) he or it is not otherwise unable to enter into and fully perform his or its obligations under this Agreement.
Representations. MFA and the Executive each represent and warrant that it or he is fully authorized and empowered to enter into this Agreement and that its or his entering into this Agreement and the performance of its or his obligations under this Agreement will not violate any agreement to which it or he is a party. 20 12. Entire Agreement. This Agreement contains the entire agreement between MFA and the Executive concerning the subject matter hereof and upon the Effective Date supersedes all prior agreements,... understandings, discussions, negotiations and undertakings, whether written or oral, between them with respect thereto, including without limitation, the Former Employment Agreement, except as otherwise provided in Section 3(b)(iii).View More
Representations. MFA and the Executive each represent and warrant that it or he is fully authorized and empowered to enter into this Agreement and that its or his entering into this Agreement and the performance of its or his obligations under this Agreement will not violate any agreement between to which it or he is a party. 20 12. 13 11. Entire Agreement. This Agreement contains the entire agreement between MFA and the Executive concerning the subject matter hereof and upon the Effective Date supersedes all pr...ior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between them with respect thereto, including without limitation, the Former Employment Agreement, except as otherwise provided in Section 3(b)(iii). Agreement. View More
Representations. By executing this Agreement, Executive represents that Executive is able to accept this role and carry out the work that it would involve.
Representations. By executing this Agreement, Executive affirms the representations made in the Prior Agreements and represents that Executive is able to accept this role and carry out the work that it would involve.
Representations. Executive represents and warrants to the Company that Executive is under no contractual or other binding legal restriction which would prohibit Executive from entering into and performing under this Agreement or that would limit the performance of Executive's duties under this Agreement. -17- 19. Withholding Taxes. The Company may withhold from any amounts or benefits payable under this Agreement income taxes and payroll taxes and any other amounts that are required to be withheld pursuant to an...y applicable law, order or regulation.View More
Representations. Executive represents and warrants to the Company that Executive he is under no contractual or other binding legal restriction which would prohibit Executive his from entering into and performing under this Agreement or that would limit the performance of Executive's his duties under this Agreement. -17- 19. 14 20. Withholding Taxes. The Company may withhold from any amounts or benefits payable under this Agreement income taxes and payroll taxes and any other amounts that are required to be withh...eld pursuant to any applicable law, order law or regulation. View More
Representations. Discover Bank represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof: (a) Discover Bank has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agency or autho...rity; and (c) This Agreement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors' rights generally or by general equity principles.View More
Representations. Discover Bank FNBO represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof: (a) Discover Bank FNBO has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agenc...y or authority; and (c) This Agreement is the valid, binding and enforceable obligation of Discover Bank, FNBO, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors' rights generally or by general equity principles. View More
Representations. The Executive represents and warrants that (a) the Executive has been properly paid for all hours worked and has received all wages, bonuses, vacation pay, expense reimbursements and any other sums due from the Company (other than the Separation Pay); (b) the Executive has returned all Company property in the Executive's possession or control and has permanently deleted any Confidential Information stored on any electronic device, web-based email or other storage location not owned by the Compan...y but within the Executive's possession or control; (c) the Executive has suffered no work-related injury or occupational disease during the course of the Executive's employment with the Company that the Executive has not reported in writing to the Company; (d) the Executive is not aware of any activity by the Company or any other Released Party that the Executive believes to be unlawful or potentially unlawful; (e) the Executive has not filed any complaints, claims or actions against the Company or any other Released Party; and (f) the Executive has not assigned, transferred, conveyed or otherwise disposed of any Released Claims.View More
Representations. The Executive represents and warrants that (a) the Executive has been properly paid for all hours worked and has received all wages, bonuses, vacation pay, expense reimbursements and any other sums due from the Company (other than (with the exception of the Separation Pay); Benefits); (b) the Executive has returned all Company property in the Executive's possession or control and has permanently deleted any Confidential Information stored on any electronic device, web-based web- based email or o...ther storage location not owned by the Company but within the Executive's possession or control; (c) the Executive is not aware that she has suffered no any work-related injury or occupational disease during the course of the Executive's employment with the Company that Company, which the Executive has not reported in writing to the Company; (d) the Executive is not aware of any activity by the Company or any other Released Party that the Executive believes to be unlawful or potentially unlawful; (e) the Executive has not filed any complaints, claims or actions against the Company or any other Released Party; and (f) (e) the Executive has not assigned, transferred, conveyed or otherwise disposed of any Released Claims. View More
Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence prop...rietary or confidential information acquired in confidence or in trust prior to Employee's employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee's prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee's employment with a Financial Institution.View More
Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence prop...rietary or confidential information acquired in confidence or in trust prior to Employee's employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee's prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee's employment with a Financial Institution. 8 23. Return of Property. Upon termination of Employee's employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee's employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank's or Heritage's request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant. View More
Representations. Each party hereto hereby represents and warrants that, with respect to itself, each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement: (a) Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement. The ex...ecution and delivery of this Agreement and the performance by such party of its obligations under this Agreement require no further action or approval of its members, of its board of managers, its board of directors or of any other individuals, entities or governing bodies in order to constitute this Agreement as a binding and enforceable obligation of such party. (b) Neither the entry into nor the performance of, or compliance with, this Agreement by such party has resulted, or will result, in any violation of, or default under, or has resulted, or will result, in the acceleration of, any obligation under any existing articles of incorporation, bylaws, operating agreements, organizational documents, mortgages, indentures, lien agreements, notes, contracts, permits, judgments, decrees, orders, restrictive covenants, statutes, rules or regulations applicable to such party. With regard to the representations and warranties of Contributor only, Contributor has clear title to the Contributed Property. (c) No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of such party.View More
Representations. Each party hereto hereby represents and warrants that, with respect to itself, each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement: (a) Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation, organization, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agr...eement. The execution and delivery of this Agreement and the performance by such party of its obligations under this Agreement require no further action or approval of its members, board of its directors, board of managers, its board of directors managing member, general partner, or of any other individuals, governing body, individuals or entities or governing bodies in order to constitute this Agreement as a binding and enforceable obligation of such party. (b) Neither the entry into nor the performance of, or compliance with, this Agreement by such party has resulted, or will result, in any violation of, or default under, or has resulted, or will result, in the acceleration of, any obligation under any existing articles of incorporation, bylaws, operating agreements, organizational documents, mortgages, indentures, mortgage, indenture, lien agreements, notes, contracts, permits, judgments, decrees, orders, agreement, note, contract, permit, judgment, decree, order, restrictive covenants, statutes, rules covenant, statute, rule or regulations regulation applicable to such party. With regard to the representations and warranties of Contributor only, Contributor has clear title to the Contributed Property. (c) No authorization, consent, approval, permit All authorizations, consents, approvals, permits or license licenses of, or filing filings with, any governmental or public body or authority, or any other person or entity is required to authorize, authorize or is complete, or required in connection with, the execution, delivery and performance of this Agreement or the agreements transactions contemplated hereby on the part of such party. party have been obtained. View More
Representations. Each party represents and warrants to the other that: (a) it is properly formed and validly existing under the laws of the state in which it is formed and with respect to Lessee only, is authorized to transact business in the state in which the Building is located; (b) it has full right and authority to enter into this Amendment and to perform all of its obligations hereunder (; and (c) each person (and both persons if more than one signs) signing this Amendment on behalf of such party is duly a...nd validly authorized to do so.View More
Representations. Each party represents and warrants to the other that: (a) it is properly formed and validly existing under the laws of the state in which it is formed and with respect to Lessee Sublessee only, is authorized to transact business in the state in which the Building is located; (b) it has full right and authority to enter into this Amendment and to perform all of its obligations hereunder (; (subject to Lessor's consent); and (c) each person (and both persons if more than one signs) signing this Am...endment 2 on behalf of such party is duly and validly authorized to do so. View More
Representations. A. Of the Company. (1) Authorization. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. (2) No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. B. Of Holder. (1) Authorization. The execution and pe...rformance of this Agreement by Holder has been duly authorized by the governing body of Holder. (2) No Violation. The performance by Holder of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Holder or any contractual obligation by which Holder may be bound.View More
Representations. A. Of the Company. (1) Authorization. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. (2) No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. B. Of Holder. Shareholder. (1) Authorization. The exe...cution and performance of this Agreement by Holder Shareholder has been duly authorized by the governing body of Holder. Shareholder. (2) No Violation. The performance by Holder Shareholder of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Holder Shareholder or any contractual obligation by which Holder Shareholder may be bound. View More
