Representations and Disclosures. Employee represents and warrants that he has the legal capacity to execute and deliver this Agreement, and that the execution, delivery and performance of this Agreement by such party will not violate any agreement made by such party or to which such party is subject. Employee represents and warrants that there are no inventions or ideas of which Employee claims ownership as of the date of this Agreement other than the inventions or ideas described on Appendix A. If no inventions or ideas are listed on Appendix A, Employee represents that there are no such inventions or ideas at the time of signing this Agreement. Employee represents and warrants that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to the execution of this Agreement. Employee has not entered into, and Employee agrees not to enter into, any agreement either written or oral that conflicts or might conflict with Employee’s employment or Employee’s performance under this Agreement. Except as described on Appendix A, Employee is not bound by any agreement regarding confidentiality or ownership of intellectual property with any person or entity other than the Company. Employee agrees not to disclose to the Company or use on its behalf any confidential information belonging to others that is known to have been improperly acquired or acquired from a person known to be subject to a duty not to disclose it.
Representations and Disclosures. No Oral Representations Neither party is relying on any representations made by the other party about financial matters of any kind, other than the representations stated in this Agreement and in any schedule or exhibit attached to it. Disclosure and Waiver of Further Disclosure Each Party acknowledges that before the execution of this Agreement they were given an opportunity to inquire about and conduct discovery of the other Party’s assets, liabilities, property, cash flow, income, and other financial resources (“Financial Information”) and that each of them has made a fair and reasonable disclosure of his or her Financial Information to the other Party. Each Party further acknowledges that he or she is satisfied that a fair and reasonable disclosure of the other Party’s property and financial obligations has been made, enters into this Agreement with full knowledge of the financial affairs of the other Party, and voluntarily and expressly agreed in writing before the execution of this Agreement to waive any right to seek further disclosure of the property and financial obligations of the other Party by executing a Waiver of Further Financial Disclosure.
Representations and Disclosures. (1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflict of interests as that term is used in FAR Subpart 9.5.
Representations and Disclosures. The parties represent to each other that the property listed represents all of the property in which either of them may have an interest. Property and Liabilities Mistakenly Omitted. Any property which is not listed or described and which is later determined to be the separate property of a party shall be and remain the separate property of that party. Any mistakenly omitted property which is not listed or described and is later determined to be the community property of the parties, shall be subject to future division by the court. Any mistakenly omitted liabilities which are later determined to have been the joint liabilities of the parties shall be subject to future allocation by the court.
Representations and Disclosures. (1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflicts of interest as that term is used in FAR Subpart 9.5. To facilitate disclosure and Contracting Officer approval, the Contractor shall complete an OCI Analysis/Disclosure Form for each MDA, Ballistic Missile Defense (BMD), and BMD-related contract or subcontract ( form shall be requested from the Procuring Contracting Officer).
Representations and Disclosures. Each Selling Bank represents and warrants to the Purchasing Bank designated as such opposite such Selling Bank's name on Schedule 3.1 that: (i) the Purchase Price paid to it by such Purchasing Bank equals the Purchasing Bank's Pro Rata Interest in the principal amount of the Loans outstanding on the Amendment Date which are owned by the Selling Bank and assigned to the Purchasing Bank in accordance with this Amendment; (ii) it is legally authorized to enter in this Amendment, (iii) it is the legal and beneficial owner of the interest being assigned by it hereunder; and (iv) such interest is free and clear of any adverse claim. Except as provided in the proceeding sentence, no Selling Bank has made any representation or warranty nor assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other Loan Document and makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Guarantor (collectively with the Company, the "OBLIGATED PARTIES") or the performance or observance by any Obligated Party of any of their obligations under the Agreement or any other Loan Document.
Representations and Disclosures. (1) Seller represents that it has disclosed to Buyer, prior to award, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in FAR Subpart 9.5.
Representations and Disclosures. (A) Unless oral statements or promises are written into this Agreement, they are not enforceable under law. By executing this Agreement, the parties agree that there are no oral statements or promises that are not contained in this Agreement. Additionally, the Parties agree that this Agreement may not be modified or amended unless such modification is made in writing and signed by all of the parties.
Representations and Disclosures. Defendants agree that if they receive any inquiry from government agencies, industry associations, consumers or other third parties about the Desist and Refrain Order dated July 14, 2005, the Complaint or this Agreement, that they will direct those parties to Plaintiff’s toll free telephone number 0-000 XXX XXXX or 0-000-000-0000 and either provide them a copy of this Agreement, direct them to Plaintiff’s Internet website at xxx.xxxx.xx.xxx or provide mailing address of Plaintiff set forth in Paragraph 23 below.
Representations and Disclosures. As To Modifications, Parts, Accessories And Service Contracts. DEALER and COMPANY recognize the owners and users of Kia vehicles reasonably expect that the vehicle sold by DEALER and the parts, accessories and service contracts sold or used by DEALER in servicing vehicles are marketed by COMPANY. If DEALER sells or uses parts, accessories or service contracts not marketed by COMPANY, it will give customers written notice, prior to the sale or service, that such parts, accessories or service contracts are not marketed or warranted by COMPANY. DEALER also agrees not to represent that vehicle modifications not specifically authorized by COMPANY are warranted or approved by COMPANY. If DEALER elects to sell non-Kia service contracts to customers, DEALER will (i) conspicuously disclose in writing upon the customer's purchase order the extent to which the independent warranty or service contract protection purchased by the customer overlaps that provided by COMPANY and (ii) whenever a customer purchases such independent warranty or service contract protection and seeks warranty repairs on a Kia Product during the period of time that such product is also covered by the limited warranty provided by COMPANY, DEALER will not apply for and agrees that it will not be entitled to, reimbursement under such limited COMPANY warranty unless DEALER has advised the customer in writing, on all copies of the repair order, that the service was provided pursuant to COMPANY's limited warranty and not the independent warranty or service contract protection that the customer purchased.
