Employee Representations. Employee hereby acknowledges and agrees as follows:

Employee represents that his performance of all of the terms of this Agreement does not and will not breach any arrangement to keep in confidence information acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee represents that he has not entered into, and agrees not to enter into, any agreement either oral or written in conflict herewith.

Representations and Warranties of Employee. Employee represents and warrants to the Company that he is free to accept employment hereunder and that he has no prior or other obligations or commitments of any kind that would in any way hinder or interfere with their acceptance of, or the full performance of, such employment.

Employee Acknowledgments, Representations, and Warranties. For purposes of [Article IV], Employee warrants, acknowledges, and agrees that # the Company has expended substantial resources in the development of near permanent relationships with its customers and that Employee would not have contact with those customers but for Employee’s employment at the Company, # the Company has a protectable interest in its customers and other Confidential Information, # the post-employment restrictions contained in this Agreement are necessary to protect the Company, they are reasonable and narrowly tailored, and they do not restrict Employee’s ability to obtain employment or earn a living following Employee’s employment with the Company, # Employee willing, voluntarily, and knowingly is entering into this Agreement subject to the reasonable, post-employment restrictions contained in this Agreement, # entering into this Agreement does not constitute a breach of any contract or legal obligation with or to any third party, and # Employee has disclosed to the Company any existing restrictions or other legal restrictions that may impact Employee’s ability to provide services to the Company.

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Representations of Employee. Employee represents that Employee is able to accept his employment with the Company and carry out the work that it would involve without: # interfering with or hindering Employee’s ability to undertake the obligations and expectations of employment with the Company; or # breaching any legal restrictions on his activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer or any other Person. Employee also represents that Employee will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between Employee and such Person describing such restrictions on his activities. Employee further confirms that Employee will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, from any Person and provide them to the Company without written authorization from such Person, nor will Employee use or disclose any such confidential information during the course and scope of his employment with the Company.

Representations of Employee. Employee represents and warrants to the Company that he is not subject to any restriction or non-competition covenant in favor of a former employer or any other person or entity, and that the execution of this Agreement by Employee and her provision of services to the Company and the performance of her obligations hereunder will not violate or be a breach of any agreement with a former employer or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including but not limited to attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter have against the Company based upon any noncompetition agreement, invention or secrecy agreement between Employee and such third party.

Representations and Warranties. (i) The representations and warranties of Purchaser set forth in [Section 3.1] and [Section 3.2] shall be true and correct (other than de minimis respects) as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date, as of such date) and # each of the other representations and warranties of Purchaser contained in [Article III] (disregarding all qualifications as to materiality or Purchaser Material Adverse Effect contained therein) shall be true and correct as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date, as of such date), except in the case of this [clause (ii)], where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Representations and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of the Borrower, the Parent or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Borrower to Agent in writing in connection with this Agreement or any of the other Transaction Documents, or as an inducement to Agent or ​ to enter into the Transaction Documents, shall be false or misleading in any material respect when made or furnished; or # Other Payment Obligations. Borrower or any of its Subsidiaries shall # fail to make any payment when due under the terms of any Indebtedness to be paid by such Person (excluding this Agreement and the other Transaction Documents but including any other Indebtedness of Borrower or any of its Subsidiaries to Agent or any Lender) and such failure shall continue beyond any period of grace provided with respect thereto, or # shall default in the observance or performance of any other agreement, term or condition contained in any such Indebtedness, and the effect of such failure or default under [(i) or (ii) above] is to cause, or permit the holder or holders thereof to cause Indebtedness in an aggregate amount of ​ or more to become due prior to its stated date of maturity; or # Insolvency. Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; or