Past Activities. During the past ten (10) years, except as previously disclosed to the Purchaser in writing, none of the Company's current directors or officers have been arrested or convicted of any material crime, nor have any of them been the subject of a voluntary or involuntary bankruptcy proceeding or been an officer or director of a company which has been the subject of a voluntary or involuntary bankruptcy proceeding.
Past Activities. The Executive represents and warrants to the Company that the Executive is not currently subject to a non-competition, confidentiality or other such agreement with a former employer which prohibits or restricts him from working for the Company or performing the services contemplated by this Agreement. Further, the Executive represents and warrants to the Company that he has not brought any proprietary information, customer lists, trade secrets, or any other property with him which belongs to any former employer. The Executive further agrees and understands that any misrepresentation, including, but not limited to a misrepresentation that he is not subject to a non-competition or other such agreement with a former employer which prohibits or restricts him from working for the Company, may result in the termination of employment with the Company, regardless of when the Company discovers such misrepresentation. The Company acknowledges that the Executive has provided the Company with copies of his (i) Separation and Release Agreement executed July 5, 2011; (ii) Additional Separation and Release Agreement executed November 18, 2011; Settlement Agreement and Amendment to Separation and Release Agreement dated March 12, 2014; Amendment to Settlement Agreement and Amended Separation and Release Agreement dated July 13, 2017; and letter from UnitedHealth Group to Fidelity Investments dated January 2, 2019 stating that “he has met the requirements of the Settlement Agreement and Amendment to Separation and Release Agreement with UnitedHealth Group dated March 12, 2014.”, has reviewed such agreements and recognizes Executive’s continuing obligations with respect to confidential information of third parties.
Past Activities. Each Party represents and warrants that it has never been debarred under 21 U.S.C. §335a, disqualified under 21 C.F.R. §312.70 or §812.119, sanctioned by a Federal Health Care Program (as defined in 42 X.X.X §0000 a-7b(f)), including without limitation the federal Medicare or a state Medicaid program, or debarred, suspended, excluded or otherwise declared ineligible from any other similar Federal or state agency or program. In the event a Party receives notice of debarment, suspension, sanction, exclusion, ineligibility or disqualification under the above-referenced statutes, such Party shall immediately notify the other Party in writing and such other Party shall have the right, but not the obligation, to terminate this Agreement, effective, at such other Party’s option, immediately or at a specified future date.
Past Activities. Consultant and Company agree and acknowledge that Consultant performed certain activities for MTTR in furtherance of the SPA, and that, as between Consultant and Company, only the terms of the SPA shall apply to such past activities.
Past Activities. Borrower hereby represents and warrants that, from the date of its formation to the date of this Agreement, Borrower:
Past Activities. Consultant and Company agree and acknowledge that Consultant performed certain activities for MTTR in furtherance of the SPA, and that, as between Consultant and Company, only the terms of the SPA and that certain Indemnity Agreement between Company and Jxxx Xxxxxxx dated November 2018 (“Indemnity Agreement”) shall apply to such past activities. For avoidance of doubt, the Indemnity Agreement shall continue following the Termination Date on its terms and conditions.
Past Activities. Greenwich was, prior to July 16, 1999, solely a holding company owning the shares of Promotion Services GmbH and did not engage in any activity or operations before July 16, 1999. Promotion Services GmbH never engaged, directly or indirectly, in the sale or distribution of any pharmaceutical or other products. All actions necessary to effect the dissolution of Promotion Services GmbH in full compliance with applicable law, including any necessary actions of any governmental entity or agency, have been taken and such dissolution is complete, effective November 29, 2001. As of the Closing Date, there are no claims, actions, suits, arbitrations, investigations or proceedings pending against or involving, or to the knowledge of Sellers, threatened against Promotion Services GmbH and, to the knowledge of Sellers, there is no valid basis for any claim, action, suit, arbitration, proceeding or investigation before or by any Person against or involving Promotion Services GmbH. There are no outstanding judgments, orders, decrees, or stipulations to which Promotion Services GmbH is a party. Promotion Services GmbH has not engaged in any operations or business activity since March 31, 1996."
Past Activities. OGT and OGT Limited on behalf of themselves and their Affiliates (“Releasors”) hereby release the Licensee, Motorola, Inc. and their officers and employees (“Releasees”) from any and all liability, claims, debts, rights, actions, suits, damages, losses, costs, expenses and demands whatsoever, in law or equity, of every kind, nature or description, whether known or unknown, fixed or contingent, which Releasors now have or ever had against Releases (“Liability”) arising (a) from activities carried out before the Effective Date by Releasees relating to the development, manufacture, marketing and sale of the eSensor Generation 1 Products and CodeLink products, and, in addition, (b) from any Liability for, or arising out of, any possible infringement, direct or indirect, or any of the Licensed Patent Rights (excluding any Improvement Patent included after the Effective Date) resulting from any other research and development activities of Releasees prior to the Effective Date which did not involve the commercial Supply or products or services Supplied by Releases to which the release applies. OGT and OGT Limited represent that as of the Effective Date they are not aware of any commercial activities of Releases that would give rise to any such Liability towards OGT, OGT Limited or any of their Affiliates, other than activities relating to the development, manufacture, marketing and sale of the eSensor and CodeLink products, which Liability is released above.
Past Activities
