False Claims Representations, Cooperation and Promises Sample Clauses

False Claims Representations, Cooperation and Promises. With this Separation Agreement, Employee acknowledges that he/she has disclosed to the Company’s General Counsel in writing any information he/she has concerning any conduct involving the Company that he/she has any reason to believe may be unlawful, unethical or otherwise inappropriate, including conduct in violation of the Xxxxxxxx-Xxxxx Act of 2002. Employee certifies that to the best of his/her knowledge, information and belief, no member of management or any other employee (including himself) who has a significant role in Employer’s internal control over financial reporting has committed any fraud or engaged in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon any person or entity. Employee promises to cooperate fully with the Company in any investigation the Company undertakes into matters which occurred during his/her employment with the Company. If requested by the Company, Employee will promptly and fully respond to all inquiries from the Company and its representatives relating to any claims or lawsuits which relate to matters which occurred during his/her employment with the Company. If Employee is contacted to participate in any way in any claim, investigation or litigation at any time, he/she agrees to provide the Company’s General Counsel with prompt notice; and in no event shall such notice be delivered to the Company later than two (2) days after receipt by Employee, providing the Company with the opportunity to object to and/or be present at or participate in the proceeding. This Section does not prohibit Employee’s participation as a witness if he/she is compelled to appear through an enforceable subpoena or an enforceable court order, but it does require that he/she provide the Company with notice and the opportunity to object and/or participate. Before Employee discloses any Company information or engages in any other activity that could possibly violate the promises he/she has made herein, Employee promises that he/she will discuss his/her proposed actions with the Company’s General Counsel, who will inform him/her within seventy-two (72) hours whether the proposed actions would violate these promises.
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False Claims Representations, Cooperation and Promises. Executive agrees to disclose to Company any information Executive learns concerning any conduct involving Company that Executive has any reason to believe may be unlawful. Executive promises to cooperate fully with Company during and after Executive’s employment with the Company in any investigation Company undertakes into matters occurring during Executive’s employment with Company. Executive agrees that, as and when requested by Company whether during or after Executive’s employment with the Company, Executive will fully cooperate with Company in effecting a smooth transition of Executive’s responsibilities to others. If requested by Company, Executive will promptly and fully respond to all inquiries from Company and its representatives relating to any claims or lawsuits which relate to matters which occurred during Executive’s employment with Company. If Executive is contacted as a potential witness to any claim or in any litigation at any time, Executive will notify Company of any such contact or request within one (1) day after learning of it and will permit Company to take all steps it deems to be appropriate, if any, to prevent Executive’s involvement, or to be present during any such discussions. This section does not prohibit Executive’s participation as a witness to the extent otherwise legally required, but does require that Executive provide Company with notice and the opportunity to object and/or participate.
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False Claims Representations, Cooperation and Promises. You also agree to disclose to the Company any information you learn concerning any conduct involving the Company that you have any reason to believe may be unlawful. You promise to cooperate fully with the Company during and after your employment with the Company in any investigation the Company undertakes into matters occurring during your employment with Company. You agree that, as and when requested by the Company whether during or after your employment with the Company, you will fully cooperate with Company in effecting a smooth transition of your responsibilities to others. If requested by the Company, you will promptly and fully respond to all inquiries from the Company and its representatives relating to any claims or lawsuits which relate to matters which occurred during your employment with the Company. If you are contacted as a potential witness to any claim or in any litigation at any time, you will notify Company of any such contact or request within one (1) day after learning of it and will permit the Company to take all steps it deems to be appropriate, if any, to prevent your involvement, or to be present during any such discussions. This Section does not prohibit your participation as a witness to the extent otherwise legally required but does require that you provide Company with notice and the opportunity to object and/or participate.
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False Claims Representations, Cooperation and Promises. Executive has disclosed to SBC any and all information Executive has concerning any conduct involving Xxxxxxx or any affiliate that Executive has any reason to believe may be unlawful. Executive promises to cooperate fully with Xxxxxxx in any investigation Xxxxxxx or any affiliate undertakes into matters occurring during Executive’s employment with Xxxxxxx or any affiliate. Executive agrees that, as and when requested by Xxxxxxx, Executive will fully cooperate with Xxxxxxx or any affiliate in effecting a smooth transition of Executive’s responsibilities to others. Executive will promptly and fully cooperate with Xxxxxxx or any affiliate and its representatives in any dispute, litigation, arbitration, administrative or similar proceeding with respect to claims arising from events occurring or alleged to have occurred during his employment with Xxxxxxx. If Executive is contacted as a potential witness to any claim or in any litigation, Executive will notify Xxxxxxx of any such contact or request within two (2) days after learning of it and will permit Xxxxxxx to take all steps it deems to be appropriate, if any, to prevent Executive’s involvement, or to be present during any such discussions. This Section 9 does not prohibit Executive’s participation as a witness to the extent otherwise legally required, but does require that Executive provide Xxxxxxx with notice and the opportunity to object and/or participate. Before Executive discloses any Xxxxxxx’ information or engages in any other activity that could possibly violate the promises Executive has made herein, Executive promises that Executive will discuss Executive’s proposed actions with the Executive Vice President and General Counsel at (000) 000-0000, who will advise Executive in writing whether the proposed actions would violate these promises.
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False Claims Representations, Cooperation and Promises. Executive also agrees to disclose to the Company any information he learns concerning any conduct involving the Company that he has any reason to believe may be unlawful. Executive promises to cooperate fully with the Company during and after his employment with the Company in any investigation the Company undertakes into matters occurring during his employment with Company. Executive agrees that, as and when requested by the Company whether during or after his employment with the Company, he will fully cooperate with Company in effecting a smooth transition of his responsibilities to others. If requested by the Company, Executive will promptly and fully respond to all inquiries from the Company and its representatives relating to any claims or lawsuits which relate to matters which occurred during his employment with the Company. If Executive is contacted as a potential witness to any claim or in any litigation at any time, he will notify Company of any such contact or request as promptly as practicable (but in no event more than five (5) business days) after learning of it and will permit the Company to take all steps it deems to be appropriate, if any, to prevent his involvement, or to be present during any such discussions. This Section does not prohibit Executive’s participation as a witness to the extent otherwise legally required but does require that Executive provide Company with notice and the opportunity to object and/or participate.
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Related to False Claims Representations, Cooperation and Promises

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Disclaimers of Representations and Warranties The express representations and warranties of Seller contained in this Agreement are exclusive and are in lieu of all other representations and warranties, express, implied or statutory. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS AGREEMENT AND THE ASSIGNMENT (INCLUDING SECTION 2.01 THEREOF), BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (A) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (B) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER AND (C) THE ENVIRONMENTAL CONDITION OF THE ASSETS. EXCEPT FOR THE EXPRESS WARRANTIES OF SELLER IN THIS AGREEMENT AND THE ASSIGNMENT, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (I) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (IV) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (V) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (VI) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW AND (VII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT AND THE ASSIGNMENT, THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO BUYER, AND BUYER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER REPRESENTS TO SELLER THAT BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS BUYER DEEMS APPROPRIATE. SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

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