Representation of No Action Filed and Agreement Not to Xxx Sample Clauses

Representation of No Action Filed and Agreement Not to Xxx. As a condition of receiving the Severance Benefits, Executive agrees not to xxx any of the Released Parties regarding any claim that has been released in this Agreement. Executive represents and warrants that he has not initiated, and will not initiate any claim, charge, lawsuit, or other action against any of the Released Parties (and that he has not transferred or assigned that right to any other person or entity).
Sample 1
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Representation of No Action Filed and Agreement Not to Xxx. Executive agrees not to xxx any of the Company Released Parties regarding any claim that has been released in this Agreement. Executive represents and warrants that he has not initiated, and will not initiate any claim, charge, lawsuit, or other action against any of the Company Released Parties (and that he has not transferred or assigned that right to any other person or entity). Executive warrants and represents that Executive has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and Executive shall defend, indemnify and hold harmless Company from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. Company agrees not to xxx any of the Executive Released Parties regarding any claim that has been released in this Agreement. Company represents and warrants that it has not initiated, and will not initiate any such claim, charge, lawsuit, or other action against any of the Executive Released Parties (and that it has not transferred or assigned that right to any other person or entity). Company warrants and represents that Company has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and Company shall defend, indemnify and hold harmless Executive from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed.
Sample 1
Representation of No Action Filed and Agreement Not to Xxx. As a condition of receiving the Separation Compensation, Executive agrees not to xxx Company or any of the Released parties in civil court regarding any claim that has been released in this Agreement. Executive also represents and warrants that Executive has not initiated any civil lawsuit against any of the released parties (and that he has not transferred or assigned that right to any other person or entity).
Sample 1

Related to Representation of No Action Filed and Agreement Not to Xxx

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Effectiveness of Representations, Warranties and Agreements (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representation Concerning Filing of Legal Actions Employee represents that, as of the date of this General Release, Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Company or any of the other Released Parties in any court or with any governmental agency.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Representations, Warranties and Agreements Section 6.01.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • 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.

  • REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY The Company represents and warrants to Purchaser as follows:

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