Common use of Executive’s Representations Clause in Contracts

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and will 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 Executive is bound (including any confidentiality or non-disclosure agreement), (ii) Executive is not a party to or bound by any employment agreement or noncompete agreement with any other person or entity; and (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that except as to agreements otherwise superseded by this Agreement (ia) the execution, delivery and performance of this Agreement by Executive does not and will shall not conflict with, breach, violate or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 Executive is bound (including any confidentiality or non-disclosure agreement)bound, (iib) Executive is not a party to or bound by any employment agreement, non-compete agreement or noncompete confidentiality agreement with any other person or entity; Person and (iiic) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he Executive has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to Holding and the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity and (iii) upon the execution and delivery of this Agreement by Holding and the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) the Executive is not a party to or bound by any employment agreement, consulting or service agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; , and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms. The Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations obligations; under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and --------------------------- warrants to Holdings and the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity and (iii) upon the execution and delivery of this Agreement by Holdings and the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity that would be breached by the terms of this Agreement and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; , except as otherwise disclosed to the Board and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to Holdings and the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity and (iii) upon the execution and delivery of this Agreement by Holdings and the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Executive does not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) the Executive is not a party to or bound by any employment agreement, consulting or service agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; , and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms. The Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations obligations; under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and will shall not conflict with, breach, violate or cause a default under under, any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive he is bound (including any confidentiality or non-disclosure agreement), which has not been waived; (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entityentity which has not been waived; and (iii) upon on the execution and delivery of this Agreement by the Company and ExecutiveClosing Date, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company Employer that to the best of his knowledge: (ia) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound bound; (including any confidentiality or non-disclosure agreement), (iib) Executive is not a party to or bound by any employment agreement, non-compete agreement or noncompete confidentiality agreement with any other person or entity; and (iiic) upon the execution and delivery of this Agreement by the Company and ExecutiveEmployer, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms; and (d) Executive is authorized to work in the United States without restriction. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment judgment, law, regulation, or decree to which Executive is a party party, applicable to Executive or by which Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will shall not conflict with, breach, violate or cause a default under under, any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive he is bound (including any confidentiality or non-disclosure agreement), which has not been waived; (ii) Executive is not a party to or bound by any employment agreement or noncompete agreement with any other person or entityentity which has not been waived; and (iii) upon on the execution and delivery of this Agreement by the Company and ExecutiveCommencement Date, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)which has not been waived, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity which has not been waived, and (iii) upon on the execution and delivery of this Agreement by the Company and ExecutiveCommencement Date, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity which would prohibit his performance under this Agreement and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and will 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 Executive is bound (including any confidentiality or non-disclosure agreement), (ii) Executive is not a party to or bound by any employment agreement or noncompete non-compete agreement with any other person or entity; and (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) except as set forth on Schedule A, Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person or entity; entity and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company Employer that (ia) the execution, delivery delivery, and performance of this Agreement by Executive does do not and will 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 Executive is bound bound; (including any confidentiality or non-disclosure agreement), (iib) Executive is not a party to or bound by any employment agreement or agreement, noncompete agreement with any Person other person or entitythan Employer and/or Employer’s Affiliates; and (iiic) upon the execution and delivery of this Agreement by the Company and ExecutiveEmployer, this Agreement shall will be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or Executive has had an the opportunity to consult with) with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does do not and will 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 Executive he is bound (including any confidentiality or non-disclosure agreement)bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or noncompete confidentiality agreement with any other person Person or entity; entity other than the Employment Agreement and (iii) upon the execution and delivery of this Agreement by the Company and ExecutiveCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with (or has had an opportunity to consult with) independent legal counsel regarding Executive’s his rights and obligations under this Agreement and that Executive he fully understands the terms and conditions contained herein.