Representations and Acknowledgements. (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.
Representations and Acknowledgements. For purposes of Sections 10-13 and 15 hereof, the term “Company” shall refer to not only the Company, but also, jointly and severally, any entity, directly or indirectly, through one or more intermediaries, controlled by, in control of, or under common control with, the Company (collectively, “Company Affiliates”). Executive acknowledges and agrees that: (i) among the most valuable and indispensable assets of the Company are its Confidential Information (defined below) and close relationships with its Customers (defined below) and Suppliers (defined below, which includes, without limitation, employees), which the Company has devoted and continues to devote a substantial amount of time, money and other resources to develop; (ii) in connection with Executive’s employment with the Company, Executive will be exposed to and acquire the Company’s Confidential Information and develop, at the Company’s expense and support, special and close relationships with the Company’s Customers and Suppliers; (iii) the Company’s Confidential Information and close Customer and Supplier relationships must be protected; (iv) this Section 10 is a material provision of this Agreement and the Company would not engage Executive hereunder but for the promises and acknowledgements that Executive makes in this Section 10; (v) to the extent required by law, the covenants in this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restricted and that such covenants do not impose a greater restraint on Executive than is necessary to protect the Company’s Confidential Information, close Customer and Supplier relationships and other legitimate business interests; (vi) Executive’s compliance with such covenants will not inhibit Executive from earning a living or from working in Executive’s chosen profession; and (vii) any breach of such covenants will result in the Company being placed at an unfair competitive disadvantage and cause the Company serious and irreparable harm to its business.
Representations and Acknowledgements. The Parties agree, acknowledge and represent that:
Representations and Acknowledgements. I accept and agree that (i) there are risks associated with the travel to and from the Location; (ii) the Location may maintain certain viruses, bacteria, and diseases (collectively, the “Diseases”) against which I am not immune or vaccinated, or against which, if contracted, may cause me serious harm or injury; (iii) the Diseases may be unique to the Location and not readily identifiable or determinable by the Parties at the time of this Agreement; (iv) the government, state, tribe, or any other political party controlling or governing the Location (collectively, a “Political Entity”) may not be stable, and as a result, the Location may experience political instability, social unrest, or any other similar dangers which may cause me harm or injury; (v) I may experience sickness, illness, or poor health during the Trip, which may require hospitalization, medicine, pharmaceuticals, or other medical treatment, and which may require emergency treatment in the Location or may require emergency medical extraction to the United States of America or another location; (vi) as of the date of this Agreement, or I will prior to the Start Date, disclose to TTI in writing any medical condition, ailment, allergy, predisposition, drug prescription, or any other medical event or fact that is or may be relevant to me or any medical treatment which I may receive during the Trip; (vii) my participation in the Trip is not covered by any insurance policy held by TTI, and in the event I desire insurance coverage relating to the Trip, I am required to obtain such insurance coverage at my sole cost and expense. Furthermore, I accept and agree that (i) I have been made aware of the global pandemic of COVID-19, the proper precautions to take, the proper hygiene methods, and the risks associated with COVID-19; (ii) I have been made aware of the fact that social distancing is a necessary cautionary step in the prevention and treatment of COVID-19; (iii) I have been given the opportunity to engage in social distancing in connection to my involvement in the Trip and/or to remain at home; (iv) if I feel sick or unwell at any time during the Trip, I will immediately provide written notice to TTI and immediately remove myself to a location during the Trip that does not harm or injure any person or party; (v) prior to the execution of this Agreement, I have conducted reasonable diligence as to whether I may have tested positive for COVID-19, and based upon my reasonable diligence, I do not ...
Representations and Acknowledgements i. Executive acknowledges (A) that he has read and understands the Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment and (B) that the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree and upon the execution and delivery of this Agreement by the parties, this Agreement shall be a valid and binding obligation, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
Representations and Acknowledgements. (a) The Adviser hereby represents and warrants to the Sub-Adviser that (i) this Agreement has been duly and validly authorized, executed and delivered on behalf of the Adviser and is a valid and binding agreement of the Adviser enforceable in accordance with its terms; and (ii) it has received a copy of the Sub-Adviser's Form ADV at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund.
Representations and Acknowledgements. I represent and acknowledge that: (i) among the Companies’ most valuable and indispensable assets are its Confidential and Proprietary Information and its close relationships with its customers, suppliers and employees, which the Companies have devoted and continue to devote a substantial amount of time, money and other resources to develop; (ii) I am in a position of trust and confidence, and by working at the Companies, I will be exposed to and acquire the Companies’ Confidential and Proprietary Information and develop, at the Companies’ expense, special and close relationships with the Companies’ customers and suppliers; (iii) the Confidential and Proprietary Information and close customer, supplier and employee relationships must be protected; (iv) Sections 3-6 are material provision of this Agreement and the Companies would not employ me hereunder but for the agreements, promises and acknowledgements that I make in these Sections 3-6; and (v) to the extent required by law, the covenants in this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restricted and that such covenants do not impose a greater restraint on me than is necessary to protect the Companies’ Confidential and Proprietary Information, close customer and employee relationships and other legitimate business interests.
Representations and Acknowledgements a) The Executive hereby represents that, except as he has disclosed to the Company, he is not subject to any restriction on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer that would so restrict him.
Representations and Acknowledgements. The Guarantor represents and warrants to each of the Guarantee Beneficiaries that it has determined that its liability and obligation under this Guarantee may reasonably be expected to substantially benefit the Guarantor directly, and the board of directors of the Guarantor (or the equivalent thereof) has determined it is in the Guarantor’s interests to enter into this Agreement. The Guarantor has had full and complete access to the underlying papers relating to the Guaranteed Obligations and all other papers executed by any other Person in connection with the Guaranteed Obligations. The Guarantor is fully informed of all circumstances which bear upon the risks of executing this Guarantee which a diligent inquiry would reveal. The Guarantor has adequate means to obtain from each Obligor, on a continuing basis, information concerning the financial condition of such Obligors, and is not depending on any Guarantee Beneficiary to provide such information, now or in the future. The Guarantor agrees that no Guarantee Beneficiary shall have any obligation to advise or notify the Guarantor or to provide the Guarantor with any data or information. The Guarantor acknowledges receipt of a copy of all Transaction Documents and understands the obligations of each Obligor thereunder.
Representations and Acknowledgements. You represent and acknowledge that you have carefully read and understand the provisions of this Agreement and the incorporated General Release, that they contain the entire understanding between you and the Company and that you are not relying upon any representations or statements, written or oral, made by or on behalf of the Company or any affiliated entity, not set forth therein. All prior non-compete, confidentiality, intellectual property and/or restrictive covenant agreements between you and Medidata shall remain in full force and effect in accordance with their terms. You agree that this Agreement may not be modified except in a written document, signed by you and the Company.
