Consultant Warranties. Consultant warrant that Consultant's performance of the services called for by this Agreement do not and will not violate any applicable law, rule, or regulation; any contracts with third parties; or any third-party rights in any patent, trademark, copyright, trade secret, or similar right.
Consultant Warranties. The Consultant represents and warrants that:
a. All of the services to be provided by the Consultant pursuant to this Agreement shall at all times comply with applicable laws, rules, regulations and ordinances and shall be conducted in accordance with the standards prevalent in the data mining industry; and
b. The Consultant is qualified and competent in the field of infrared spectroscopy and shall perform such services with the standards of care, skill, and diligence prevalent in the scientific community.
Consultant Warranties. The Consultant hereby warrants that: it is a limited liability company, duly incorporated and validly existing under the laws of South Africa and has taken all necessary actions to authorise its execution of and to fulfil its obligations under this Agreement; its obligations under this Agreement are legal, valid, binding and enforceable against it, in accordance with the terms of this Agreement; all information disclosed by or on behalf of the Consultant at any time up to the Signature Date and up to the Completion Date and, in particular, during the bid process preceding the award of this Agreement to the Consultant, is true, complete and accurate in all material respects and the Consultant is not aware of any material facts or circumstances not disclosed to PRASA which would, if disclosed, be likely to have an adverse effect on PRASA’s decision (acting reasonably) to award this Agreement to the Consultant ; the execution and performance of this Agreement does not and will not contravene any provision of its constitutive documents as at the Signature Date, or any order or other decision of any Responsible Authority or arbitrator that is binding on the Consultant as at the Signature Date; no litigation, arbitration, investigation or administrative proceeding is in progress as at the Signature Date or, to the best of the knowledge of the Consultant as at the Signature Date having made all reasonable enquiries, threatened against it which is likely to have a material adverse effect on the ability of the Consultant to undertake the Services; the Consultant is not subject to any obligation, non-compliance with which is likely to have a material adverse effect on its ability to undertake the Services; no proceedings or any other steps have been taken or, to the best of the knowledge of the Consultant having made all reasonable enquiries, threatened for the winding-up or liquidation (whether voluntary or involuntary, provisional or final), business rescue (whether provisional or final) or deregistration of Consultant, or for the appointment of a liquidator, business rescue practitioner or similar officer over it or over any of its assets; it will use reasonable care and skill in carrying out its obligations under this Agreement; it is not a Restricted Enterprise; in being awarded its appointment under this Agreement, it did not engage, either directly or indirectly, or in any manner participate in the perpetration of a Corrupt Activities Act, Act 12 of 2004; and...
Consultant Warranties. Consultant warranties to the Company that on the Effective Date and at all times during the Term of this Agreement:
a. Consultant has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of its obligations under this Agreement;
b. Consultant’s execution and delivery of this Agreement and its performance of the Services do not and will not conflict with or result in any breach or default under any of the Consultant’s constituent documents or any other agreement to which Consultant is subject;
c. Consultant (including Xxxxxxxxx) has the required skill, experience and qualifications to perform the Services, Consultant (including Xxxxxxxxx) shall perform the Services in a professional and workmanlike manner;
d. Consultant (including Xxxxxxxxx) shall perform the Services in compliance with all applicable laws (including rules and regulations promulgated thereunder);
e. There is no action, suit, proceeding, claim, arbitration or investigation (an “Action”) pending or, to Consultant’s knowledge, threatened against the Consultant (including Xxxxxxxxx), its activities, its properties or, to Consultant’s knowledge, any of its directors, officers or key employees in their capacities as such before any governmental authority, agency, commission, body, court or other governmental entity, including, without limitation, any Action that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, performance of any of the Services or transactions contemplated by this Agreement. Consultant (including Consultant) is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any governmental authority, agency, commission, body, court or other governmental entity that would have a material adverse effect upon the Consultant’s business or its ability to perform the Services or any of its other obligations under this Agreement. There is no Action initiated by Consultant currently pending;
f. The Company shall receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind, subject to the terms hereof;
g. Consultant is solvent and able to pay to pays its debts and obligations as they become due and payable;
h. Within ninety (90) days of the Effective Date, Consultant shall secure and maintain errors and omission insurance with a policy limit of at least two million dollars ($2,000,000), and shall maintain...
Consultant Warranties. Consultant warrants that: (a) Consultant’s agreement to perform the Services does not violate any agreement or obligation between Consultant and any third party; (b) the Work as delivered to Company does not known or suspected to infringe any copyright, patent, trade secret or any other proprietary right held by any third party; (c) Consultant has obtained all necessary licenses, permits and other requisite authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted; (e) Consultant has the right, without the consent of any other person or entity, to enter into this Agreement and assign rights as set forth herein, grant the Option and the Licensed Rights; and (c) Consultant has not assigned and/or granted licenses to any intellectual property covered by this Agreement including, without limitation, the Work, Inventions, Other Inventions, Other Invention Patents or Licensed Rights to any other person or entity that would restrict the rights granted hereunder. Without limiting the foregoing, Consultant specifically represents and warrants to Company that Consultant’s performance of all the terms of this Agreement does not and will not knowingly breach any agreement to keep in confidence proprietary information or trade secrets acquired by Consultant in confidence or in trust prior to its engagement by Company, and Consultant will not disclose to Company, or induce Company to use, any confidential or proprietary information or material belonging to others. Consultant agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.
Consultant Warranties. The Consultant warrants that he is fully qualified to perform the services to the Corporation as described in this Agreement. Furthermore, the Consultant warrants that the services performed will conform to generally accepted standards for the type of project involved and that it will use its best efforts to render the services required in a timely and diligent manner. Additionally, the Consultant warrants that the rendering of the services hereunder, including any work product resulting from the services will not violate any rights including but not limited to intellectual property rights, of any persons, or laws. It is agreed, that after detailed discussions with the Corporation’s management, the Consultant is to use individuals and companies known to itself through past experience to enable the successful implementation of the Corporation’s objectives; to the best of the Consultant’s abilities without the Consultant receiving any commissions of whatsoever nature, in respect of any services arranged by the Consultant.
Consultant Warranties. (a) The execution and performance of this Agreement will not constitute a breach or default under any contract or instrument to which Consultant is a party, or by which he/she is bound, including, without limitation, any and all employment, noncompetition and nondisclosure agreements with any former employer or customer, and Consultant is under no contractual or other obligation to any third party which would prevent or limit his/her performance of Services under this Agreement.
(b) Consultant has complied with all federal, state, and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement.
(c) Consultant is free to disclose to the Company, without breach of any obligation to a third party, any and all information, ideas, suggestions, developments, or know-how that Consultant will divulge in performing the Services under this Agreement.
Consultant Warranties. Consultant represents and warrants that his performance of all terms under this Agreement does not and will not breach any duty owed by him to PPDI or any other third party, under contract or otherwise, or violate any confidence of PPDI or any other third party. Consultant agrees not to disclose to the Company or induce the Company to use any confidential or proprietary information belonging to any third party. Consultant warrants that Consultant has not and will not execute any noncompetition, nondisclosure or confidentiality agreements that would in any way interfere with Consultant providing the Services to the Company.
Consultant Warranties. Consultant warrants that the work to be provided hereunder will be performed in a professional manner and shall otherwise comply with the specifications set forth in the Statement of Work.
Consultant Warranties. The Consultant hereby warrants that:
6.1.1. it is a limited liability company, duly incorporated and validly existing under the laws of South Africa and has taken all necessary actions to authorise its execution of and to fulfil its obligations under this Agreement;
6.1.2. its obligations under this Agreement are legal, valid, binding and enforceable against it, in accordance with the terms of this Agreement;
6.1.3. all information disclosed by or on behalf of the Consultant at any time up to the Signature Date and up to the Completion Date and, in particular, during the bid process preceding the award of this Agreement to the Consultant, is true, complete and accurate in all material respects and the Consultant is not aware of any material facts or circumstances not disclosed to PRASA which would, if disclosed, be likely to have an adverse effect on PRASA’s decision (acting reasonably) to award this Agreement to the Consultant ;
6.1.4. the execution and performance of this Agreement does not and will not contravene any provision of its constitutive documents as at the Signature Date, or any order or other decision of any Responsible Authority or arbitrator that is binding on the Consultant as at the Signature Date;
6.1.5. no litigation, arbitration, investigation or administrative proceeding is in progress as at the Signature Date or, to the best of the knowledge of the Consultant as at the Signature Date having made all reasonable enquiries, threatened against it which is likely to have a material adverse effect on the ability of the Consultant to undertake the Services;
6.1.6. the Consultant is not subject to any obligation, non-compliance with which is likely to have a material adverse effect on its ability to undertake the Services;
6.1.7. no proceedings or any other steps have been taken or, to the best of the knowledge of the Consultant having made all reasonable enquiries, threatened for the winding-up or liquidation (whether voluntary or involuntary, provisional or final), business rescue (whether provisional or final) or deregistration of Consultant, or for the appointment of a liquidator, business rescue practitioner or similar officer over it or over any of its assets;
6.1.8. it will use reasonable care and skill in carrying out its obligations under this Agreement;
6.1.9. it is not a Restricted Enterprise;
6.1.10. in being awarded its appointment under this Agreement, it did not engage, either directly or indirectly, or in any manner participa...
