CONSULTANT S REPRESENTATIONS AND WARRANTIES Sample Clauses

CONSULTANT S REPRESENTATIONS AND WARRANTIES. The Consultant hereby represents, warrants and agrees as follows: (a) Consultant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois and has the authority to do business in the State of Illinois as may be required by law; (b) Consultant has the full right, power and authority to execute, deliver and perform this Agreement and to carry on Consultant’s business as it is currently being conducted; (c) Consultant shall discharge all tax, labor and other obligations of an employer under applicable law; (d) Consultant is free to enter into this Agreement with the Company, it is not bound by any independent contractor agreement, employment agreement, nondisclosure agreement, noncompetition agreement or any other agreement or obligation that may infringe on Consultant’s ability or in any manner prevent the Consultant from performing any of the duties or Services that may be required of the Consultant under this Agreement, or that may in any way result in any involvement by the Company in any matter, action, suit or proceeding concerning the Consultant. Consultant further represents and warrants that it has any and all licenses, registrations, necessary consents and/or approvals required to provide the Services and that the Services, and the Contractor’s provision thereof, will not violate any laws, rules, regulations or the rights of any third parties. The Consultant represents and warrants that it will familiarize itself and comply with any applicable conflict of interest statutes and regulations affecting its representation of the Company, and also not engage in any activity that could be viewed as a conflict of interest even though it may not be prohibited under any particular law. The Consultant shall promptly identify any potential conflicts of interest or changes in the foregoing to the Company within forty-eight (48) hours of such an event of circumstance becoming known. In the event of any such conflict of interest or changes, the Company may terminate this Agreement by providing Consultant with one (1) day prior written notice. Upon such termination, the Consultant shall be entitled to the compensation earned by it, which is due and payable up to and including the date of termination of this Agreement and the Company shall have no further liability or obligation to Consultant. Payment of the compensation set forth above shall be the Consultant’s sole remedy under this Agreement or at...
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Related to CONSULTANT S REPRESENTATIONS AND WARRANTIES

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Client Representations and Warranties You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the “Client Profile” (Exhibit C) and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will:

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • The Company’s Representations and Warranties The Company represents and warrants to the Investor as follows:

  • Continuing Representations and Warranties The Borrower represents and warrants to the Bank that:

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