Conflicting Agreements. Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which he is a party or by which he is bound, and that he is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.

The Executive hereby represents and warrants to the Company that the execution of this Agreement by him and thehis performance of his obligations hereunder will notnot, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or be in conflict withthe termination of, or constitute a default under, any other agreement to which hethe Executive is a party or by which hethe Executive is bound, and that he is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.may be bound.

The Executive hereby represents and warrants to the Company, that he has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which hethe Executive is a party or by which he is bound, and that he is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.party.

Representation of Executive: The Executive hereby represents and warrants that neither the execution and delivery of thisthe Agreement andnor the performance of his obligationsduties hereunder will not breach or be in conflict withviolates the provisions of any other agreement to which he is a party or by which he is bound, and that he is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.bound.

Executive’s Representations. Executive hereby representsrepresents, warrants and warrantscovenants to the Company that # the executionexecution, delivery and performance of this Agreement by Executive do not and the performance of his obligations hereunder willshall not breachconflict with, breach, violate or be in conflict withcause a default under any other agreementcontract, agreement, instrument, order, judgment or decree to which heExecutive is a party or by which heExecutive is bound, and that he# other than this Agreement or other agreements or arrangements with the Company Group, Executive is not subjecta party to or bound by any covenants against competitionemployment agreement, noncompete agreement, nonsolicitation agreement or similar covenants that would affectconfidentiality agreement with any other Person, # Executive shall not use any confidential information or trade secrets of any third party in connection with the performance of hisExecutive’s duties hereunder, and # this Agreement constitutes a valid and binding obligation of Executive, enforceable against Executive in accordance with its terms. Executive acknowledges that Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area and that, notwithstanding such restraints, Executive will be able to make a living during the period of any such restraint. Executive hereby acknowledges and represents that Executive has had the opportunity to consult with independent legal counsel regarding Executive’s rights and obligations hereunder.under this Agreement and that Executive fully understands the terms and conditions contained herein.

Executive hereby represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement and that Executive’s execution and performance of this Agreement and the performance of his obligations hereunder will not breachviolate or be in conflict withbreach any other agreement to which he is a partyagreements between the Executive and any other person or by which he is bound, and that he is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.entity.

Warranty. The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which he is a party or by which he is bound, and that he is not subject to any covenants against competitionagreement, instrument, order, judgment or similar covenants thatdecree of any kind, or any other restrictive agreement of any character, which would affectprevent him from legally entering into this Agreement, or which would be breached by the performanceExecutive upon execution of his obligations hereunder.this Agreement.

The Company represents and warrants to the Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of hisits obligations hereunder will not breach or be in conflict with any other agreement to which hethe Company is a party or by which he is bound, and that he is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.party.

No Violation. Executive hereby represents and warrants that the execution and delivery of this Agreement and the performance of his obligations hereunderExecutive’s services contemplated hereby will not violate or result in a breach by Executive of, or be inconstitute a default under, or conflict with: # any provision or restriction of any employment, consulting, or other similar agreement; # any agreement by Executive with any other agreementthird party not to compete with, solicit from, or otherwise disparage such third party; # any provision or restriction of any agreement, contract, or instrument to which heExecutive is a party or by which heExecutive is bound, and that hebound; or # any order, judgment, award, decree, law, rule, ordinance, or regulation or any other restriction of any kind or character to which Executive is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.by which Executive is bound.

The Executive hereby represents and warrants to the Company that the execution and delivery of this Agreement and the performancefulfillment of his obligations hereunder willthe terms hereof # shall not breachconstitute a default under, or be in conflict withwith, any agreement or other agreementinstrument to which hethe Executive is a party or by which hethe Executive is bound, and that he is# the Executive’s execution and delivery of this Agreement do not subject torequire the consent of any covenants against competition or similar covenants that would affect the performance of his obligations hereunder.other person.