Common use of Consultant's Declarations and Representations Clause in Contracts

Consultant's Declarations and Representations. 5.1 Consultant has all necessary corporate power and authority to execute and deliver this Agreement to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Consultant, and no other corporate proceedings on the part of Consultant are necessary to authorize the entering into and execution of this Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Consultant and constitutes a valid, legal and binding obligation of Consultant, enforceable against Consultant in accordance with its terms. 5.2 No actual or potential conflict of interest or unfair competitive advantage exists with respect to Consultant’s acting hereunder, and Consultant shall not engage in any contractual relationship that may cause such conflict of interest or unfair competitive advantage to exist. 5.3 There is no (i) litigation that is currently in effect or threatened, against Consultant, which would challenge the authority of Consultant to enter into this Agreement or to carry out its obligations under this Agreement, or (ii) impediment, whether legal or stemming from a prior or simultaneous commitment made by Consultant, or any other impediment of whatever nature, which might prevent Consultant from entering into this Agreement or hinder the performance of any or all of its obligations hereunder. 5.4 The Consultant undertakes that the Services will be performed faithfully, efficiently, expertly, with due diligence, to ISR’s full satisfaction, at high professional standard, in accordance with the accepted professional techniques and practices, and in accordance with ISR’s instructions. 5.5 Consultant represents and warrants that it is fully capable of performing the Services in accordance with recognized professional standards, and that it has the know-how, expertise, experience, adequate financial resources and all that is required in connection with such tasks. 5.6 All work prepared and submitted by the Consultant shall be the sole and original work of the Consultant, its employees and Subcontractors.