Professional Documents
Culture Documents
Required Approvals
[NAME OF COMPANY/PARTY] represents and warrants that no authorization,
consent, approval or other action by any governmental authority or regulatory body or
any other third party is required for the due execution, delivery and performance of
this Agreement.
Financial Statements
Party A represents and warrants that it has heretofore furnished to Party B a
consolidated balance sheet of Party A and its Subsidiaries of _____________ and the
related consolidated statement of operations, shareholders equity and cash glows of
Party A and its Subsidiaries for the fiscal year ended on said date, with the opinion
thereon (in the case of said consolidated balance sheet and statements) of [Name of
Auditor]. All such financial statements are complete and correct and fairly present the
consolidated financial condition of Party A and its Subsidiaries as at said date and the
consolidated results of their operations for the fiscal year ended on said date, all in
accordance with Philippine GAAP. There has been no Material Adverse Change since
______________. Notwithstanding the foregoing, any subsequent change it the foregoing
financial statements that may be required by Philippine GAAP but which does not
reflect a material adverse change or a self, render the representation and warranty set
forth in this paragraph incorrect with respect to any remaking of representations and
warranties.
Accuracy of Information
No information, exhibit or report furnished by Party A to Party B in connection
with the execution of this Agreement contained any untrue statement of material fact
or, to the best of Party As knowledge, omitted to state a material fact necessary to
make the statements made therein taken as a whole, in each case in the light of the
circumstances under and the time at which they were made, not misleading.
Labor Matters
Except as set forth in [Schedule___] or in any notice furnished to Party B at or
prior to the respective times the representations and warranties set forth herein are
made or deemed to be made hereunder, Party A has experienced no strikes, labor
disputes, slowdowns or work stoppage due to labor disagreements which have had, or
would reasonably be expected to have, a Materially Adverse Effect, and, to the best
knowledge of Party A, there are no such Party B. The hours worked and payment made
to employees of Party B have not been in violation in any material respect of any
applicable labor and social legislation or any other applicable law dealing claim may be
mad against Party B, on account of wages and employee health and welfare insurance
and other benefits have been paid or accrued as liabilities on the books of Party B
where the failure to pay or accrue such liabilities would reasonably be expected to
have a Materially Adverse Effect.
NON-COMPETITION
(Employee)
Employee covenants and agrees that, commencing on ___________, and
thereafter during the term of this Agreement and without the written consent
of the Board of Directors of the Company, he will not give render services as an
employee or consultant or any other business organization, a substantial
portion of the business of which is the same as, related to, or complementary
to the business of the Company or its affiliates or subsidiaries, provided,
however, that Employee may invest in securities of any company which is listed
on a public exchange. Employee also covenants and agrees that for one ( 1)
year(s) following termination of this Agreement (unless such termination is
involuntary and effected by the Company without cause), he will not in any
manner personally solicit or cause to be solicited in competition with the
Company or its affiliates or subsidiaries any persons or companies who were or
are employees, customers or reasonably firm prospective customers of the
Company or such affiliates or subsidiaries during the term of this Agreement.
Employee hereby agrees to these restrictions in recognition that the imposition
of such restrictions may be essential to the success of the Company and the
livelihood of the Employees associates.