Xxxxx Representations and Warranties. Xxxxx represents that he has read carefully and fully understands the terms of this Agreement, and that Xxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this Agreement. Xxxxx acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of this Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of this Agreement, other than those set forth in this Agreement. Xxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx terminated, that the provisions of Section 1 of this Agreement are in lieu of any and all payments and benefits to which Xxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxx will not be reemployed by Xxxxxx, and that Xxxxx will not apply for or otherwise seek employment with Xxxxxx or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than under Section 1.2) until the seven (7) day revocation period provided for under the General Release has passed, and then, only if he has not revoked the General Release (such period during which no such revocation has occurred, the “Revocation Period”); provided, however, that if such revocation occurs, Xxxxxx and Xxxxx acknowledge that the parties will retain or be restored to all rights under the Employment Agreement or otherwise that applied absent signing of this Agreement, the General Release and the Company Release.
Xxxxx Representations and Warranties. 7.1 Xxxxx warrants that, except in respect of Content identified as “Editorial Use Only”:
Xxxxx Representations and Warranties. Xxxxx covenants, represents and warrants to Northern that as of the Effective Date:
Xxxxx Representations and Warranties. Xxxx represents and warrants that:
Xxxxx Representations and Warranties. Xxxxx represents and warrants to OpenBiome as of the Effective Date that:
Xxxxx Representations and Warranties. Xxxx hereby represents and warrants to ThermoView as follows:
Xxxxx Representations and Warranties. Xxxxx further represents that it has the necessary financial resources to fulfill its obligations under this Agreement.
Xxxxx Representations and Warranties. Mx. Xxxx hereby represents and warrants to Axxxxxxx that:
Xxxxx Representations and Warranties. 7.1 XXXXX, Inc. has taken reasonable steps to verify the copyright status of this work or clip and has determined that it is most likely in the public domain, and can be freely used and re-‐used in projects at your discretion. Even though this clip is believed to be created by the U.S. Government or by another party that has released it into the public domain, please note that XXXXX cannot absolutely guarantee the exact copyright status of the clip or offer written assurance that every or any aspect of this clip is completely cleared for all usages. Responsibility for making an independent legal assessment of a clip and securing any necessary permissions ultimately rests with persons desiring to use the clip. Any Trademarks used in this item listing are used for strictly descriptive purposes only. No association or endorsement is implied or inferred. No character or trademark ownership is given or implied. If you intend to use any trademarks in public domain clips in a commercial usage, you should obtain an independent legal opinion as to your intended usage. If your intended use of this clip is for commercial purposes and not educational, documentary or editorial use, you may need to secure a release from individuals (talent or recognizable person) pictured, vocal talents or musicians so as not to violate or onfringe on their copyright or right of publicity. It is your responsibility to make an independent and accurate assessment, using legal counsel, as to the legality of your use of any persons pictured or heard in public domain materials and obtain their permission for commercial purposes, if necessary. XXXXX Inc. does not issue a rights managed or royalty free licensing agreement for this clip, or offer footage assurance, but makes the clip available to you for a free download for an administration/handling/prepping fee for each clip. Therefore, the fee charged is not a license fee for the clip and XXXXX does not warrant to own any licensing interest in the clip. You agree to indemnify and hold harmless XXXXX and it's successors, assignees and heirs from any legal action which results from your use of the clip, worldwide, in perpetuity.
Xxxxx Representations and Warranties. Xxxx represents and warrants to Planet the accuracy and completeness of the matters set forth in this Section 9, as of the date hereof and as of the Closing Date:
