Past Activities Sample Clauses

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 ▇.▇.▇ §▇▇▇▇ 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: (a) is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (b) has no judgments or liens of any nature against it except for tax liens not yet due; (c) is in compliance with all laws, regulations, and orders applicable to it and has received all permits necessary for it to operate; (d) is not involved in any dispute with any taxing authority; (e) has paid all Taxes that it owes; (f) has never owned any real property other than the Property and personal property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property; (g) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; (h) has provided Lender with complete financial statements that reflect a fair and accurate view of the entity's financial condition; (i) has passed a Phase I environmental audit for the Property; (j) has no material contingent or actual obligations not related to the Property; (k) has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (each, a "Related Party"), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm's-length transaction with an unrelated party; (1) has paid all of its debts and liabilities from its assets;

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 T▇▇▇▇ ▇▇▇▇▇▇ 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. 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. 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." (f) The following shall be added as a new Section 4.19 to the Purchase Agreement:

Past Activities. Company and Consultant acknowledge that Consultant may have participated in discussions, performed work, activities, services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been “Services” if performed during the term of this Agreement, for a period of time prior to the date of this Agreement (the “Prior Consulting Period”). Accordingly, Consultant agrees that if and to the extent that, during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreement; any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement.

Past Activities