Common use of Executive’s Representations Clause in Contracts

Executive’s Representations. Executive hereby represents and warrants to the Company that: (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.

Executive’s Representations. The Executive hereby represents and warrants to the Company that: that he (a) is not now under any contractual or other obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair the execution, delivery and Executive's performance of his obligations under this Agreement Agreement; (b) has been provided the opportunity to be, or has been, represented by Executive do not legal counsel in preparing, negotiating, executing and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bounddelivering this Agreement; and (bc) fully understands the terms and provisions of this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. The Executive hereby represents and warrants to the Company that: that (ai) the executionExecutive is able to perform fully the Executive’s duties and responsibilities contemplated by this Agreement and (ii) there are no restrictions, delivery covenants, agreements or limitations of any kind on her right or ability to enter into and performance fully perform the terms of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. Executive hereby represents and warrants to the Company thatthat he: (a) the executionis not now under any contractual or quasi-contractual obligation that is inconsistent or in conflict with this Agreement or that would prevent, delivery and limit or impair Executive’s performance of his obligations under this Agreement by Executive do not Agreement; (b) that he has been advised that he may seek the advice and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree representation of independent counsel prior to which Executive is a party or by which he is boundentering into this Agreement; and (bc) this Agreement is the valid fully understands its terms and binding obligation of Executive, enforceable in accordance with its termsprovisions.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (ai) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.,

Executive’s Representations. Executive hereby represents and warrants to the Company that: that he (a) is not now under any contractual or other obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair the execution, delivery and Executive's performance of his or her obligations under this Agreement Agreement; (b) has been provided the opportunity to be, or has been, represented by Executive do not legal counsel in preparing, negotiating, executing and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bounddelivering this Agreement; and (bc) fully understands the terms and provisions of this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (ai) the his execution, delivery and performance of this Agreement by Executive do does not and shall not conflict with, breachor result in the breach of or violation of, violate or cause a default under any contract, other agreement, instrument, order, judgment or decree to which Executive he is a party or by which he is bound; bound and (bii) he is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other person or entity that would prevent him from performing under this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (ai) the Executive’s execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; , and (bii) upon the execution and delivery of this Agreement is by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he fully understands the terms and conditions contained herein.

Executive’s Representations. The Executive hereby represents and warrants to the Company that: and its Subsidiaries that (a) the execution, delivery and performance of this Agreement by the Executive do does not and shall will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound; and , (b) the Executive is not a party to or bound by any noncompetition agreement with any other Person and (c) upon the execution and delivery of this Agreement is by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

Executive’s Representations. Executive hereby represents and warrants to the Company Broadwing that: : (a) the execution, delivery and performance of this Agreement by Executive do does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he Executive is bound; and , and (b) this Agreement Executive is the valid and binding obligation of Executivenot a party to or bound by any employment agreement, enforceable in accordance noncompete agreement or confidentiality agreement with its terms.any other person or entity other than those previously disclosed to Broadwing,

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (aA) she is able to perform fully her duties and responsibilities contemplated by this Agreement and (B) there are no restrictions, covenants, agreements or limitations of any kind on her right or ability to enter into and fully perform the execution, delivery and performance terms of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (ai) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; , and (bii) upon the execution and delivery of this Agreement is by the parties, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.. Executive

Executive’s Representations. The Executive hereby represents and --------------------------- warrants to the Company that: that (a) the execution, delivery and performance of this Agreement by the Executive do does not and shall will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment contract or decree instrument to which the Executive is a party or by any judgment, order or decree to which he the Executive is bound; subject and (b) this Agreement the Executive is the valid and binding obligation of Executivenot a party to or bound by any employment agreement, enforceable in accordance consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with its termsany other Person.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (aA) he is able to perform fully his duties, responsibilities and authority contemplated by this Agreement and (B) there are no restrictions, covenants, agreements or limitations of any kind on his right or ability to enter into and fully perform the execution, delivery and performance terms of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (a) the executionExecutive is free to enter into this Agreement, delivery and performance of (b) this Agreement by Executive and Executive’s obligations hereunder do not and shall not conflict with, breach, violate or cause a default under the terms of any contract, agreement, instrument, order, judgment or decree other agreement to which Executive is a party or by which he Executive is bound; bound and (bc) this Agreement Executive is not subject to any confidentiality agreement, non-competition agreement, non-solicitation agreement or any other similar agreement that restricts Executive’s ability to perform the valid and binding obligation of Executive, enforceable in accordance with its termsservices for the Company for which Executive was hired.

Executive’s Representations. Executive hereby represents and warrants to the Company that: Employer that (ai) the execution, delivery and performance of this Agreement by Executive do does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.,

Executive’s Representations. Executive hereby represents and warrants to the Company that: (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he she is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.

Executive’s Representations. The Executive hereby represents and warrants to the Company that: (a) that the execution, execution and delivery and performance of this Agreement by Executive do and the fulfillment of the terms hereof (i) will not and shall not conflict with, breach, violate or cause constitute a default under or conflict with any contract, agreement, instrument, order, judgment agreement or decree other instrument to which Executive he is a party or by which he is bound; and , and (bii) this Agreement is do not require the valid and binding obligation consent of Executive, enforceable in accordance with its termsany Person.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (ai) the execution, delivery delivery, and performance of this Agreement by Executive do not and shall not conflict with, breach, violate violate, or cause a default under any contract, agreement, instrument, order, judgment judgment, or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.,

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.,

Executive’s Representations. Executive hereby represents and warrants to the Company that: (a) Executive has entered into this Agreement of Executive’s own free will for no consideration other than as referred to herein; (b) the execution, delivery delivery, and performance of this Agreement by Executive do does not and shall will not conflict with, breach, violate violate, or cause a default under any contract, agreement, instrument, order, judgment judgment, or decree to which Executive is a party or by which he Executive is bound; and (bc) upon the execution and delivery of this Agreement is by the Company, this Agreement will be the valid and binding obligation of Executive, enforceable in accordance with its terms.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that he: (a) is not now under any obligation of a contractual or quasi-contractual nature known to him that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair the executionperformance by Executive of his obligations hereunder; and (b) has been represented by legal counsel in the preparation, negotiation, execution and delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; understands fully the terms and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsprovisions hereof.

Executive’s Representations. The Executive hereby represents and warrants to the Company that: that (ai) the executionExecutive is able to perform fully the Executive's duties and responsibilities contemplated by this Agreement and (ii) there are no restrictions, delivery covenants, agreements or limitations of any kind on his right or ability to enter into and performance fully perform the terms of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. (a) The Executive hereby represents that he has full authority to enter into this Agreement and warrants that he is free to enter into this Agreement and not under any contractual restraint which would prohibit the Executive from satisfactorily performing his duties to the Company that: (a) the execution, delivery and performance of under this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and Agreement. (b) The Executive acknowledges that he is free to seek advice from independent counsel with respect to this Agreement Agreement. The Executive is not relying on any representation or advice from the valid and binding obligation Company or any of Executiveits officers, enforceable in accordance with directors, attorneys or other representatives regarding this Agreement, its termscontent or effect.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (ai) the his execution, delivery and performance of this Agreement by Executive do does not and shall not conflict with, breachor result in the breach of or violation of, violate or cause a default under any contract, other agreement, instrument, order, judgment or decree to which Executive he is a party or by which he is bound; bound and (bii) he is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other person or entity that would prevent him from performing under this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its termsAgreement.

Executive’s Representations. Executive hereby represents and warrants to the Company that: that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; and (b) this Agreement is the valid and binding obligation of Executive, enforceable in accordance with its terms.;

Executive’s Representations. The Executive hereby represents and warrants to the Company that: that the execution and delivery of this Agreement and the fulfillment of the terms hereof: (a) the execution, delivery and performance of this Agreement by Executive do will not and shall not conflict with, breach, violate or cause constitute a default under or conflict with any contract, agreement, instrument, order, judgment agreement or decree other instrument to which Executive he is a party or by which he is bound; and and (b) this Agreement is do not require the valid and binding obligation consent of Executive, enforceable in accordance with its termsany person or entity.