Consultant’s Representations. CONSULTANT represents that it is fully licensed (to the extent required by law), experienced and properly qualified to perform the Services as provided under this Agreement and that it is properly permitted, equipped, organized and financed to perform such Services. CONSULTANT understands that it may become necessary for the COUNTY to submit to governmental agencies or to a court of law part or all of the data, analyses and/or conclusions developed as a result of the performance of these Services. CONSULTANT is aware that there are significant penalties for submitting false information to governmental agencies, including the possibility of fines and imprisonment. CONSULTANT is responsible for such penalties if a result of false information submitted to the COUNTY by CONSULTANT.
Consultant’s Representations. Consultant hereby represents and warrants to Company that (i) the execution, delivery and performance of this Agreement by Consultant does not and shall not conflict with, breach, violate or cause a default under any material contract, agreement, instrument, order, judgment or decree to which Consultant is a party or by which he is bound; and (ii) upon the execution and delivery of this Agreement by both Consultant and Company, this Agreement shall be the valid and binding obligation of Consultant enforceable in accordance with its terms.
Consultant’s Representations. The Consultant represents and agrees that:
1. Consultant is an experienced licensed architectural and/or engineering firm having the ability and skill necessary to perform all the services required of it under this Agreement in connection with the design of the Project having the scope and complexity of the Project contemplated herein; and
2. Consultant has the capabilities and resources necessary to perform its obligations hereunder; and
3. Consultant is familiar with all current local, state and federal laws, rules and regulations which are applicable to the design and construction of the Project (including but not limited to city ordinances and building codes of city, state and federal authorities that are applicable to the Project) and that all drawings, plans, specifications and other documents prepared by the Consultant must be prepared in accordance with, and comply with all applicable laws, rules and regulations; and
4. All plans, drawings, specifications and other documents prepared pursuant to this Agreement must be complete and functional for the purposes intended, and that the Project will be structurally sound and a complete and properly functioning facility suitable for the purposes for which it is intended; and.
5. That all services provided by the Consultant shall be performed in a timely manner and shall be performed with that degree of care, skill, and diligence ordinarily exercised under similar conditions and in the performance of projects of a similar nature to the services contemplated by this Agreement by competent members of the architectural and engineering professions. Consultant represents that it has the experience and expertise necessary to provide design and engineering services to result in a functional, operating Project. Consultant shall be responsible for all services provided under this Agreement regardless of whether such services are provided by Consultant or by any subconsultant hired by Consultant.
6. The Consultant is responsible for the professional quality, technical accuracy, timely completion and the coordination of all plans, studies, designs, drawings, specifications, reports, documents and other services furnished by Consultant for the City under this Agreement regardless of whether prepared by the Consultant or by the Consultant’s subconsultant’s. The Consultant is responsible for coordination and internal checking of all documents and for the accuracy of all information contained therein, as fully as if each...
Consultant’s Representations. The Consultant makes the following representations:
a) Consultant has no prior or existing legally binding obligations that are in conflict with its entering into this Agreement;
b) Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities;
c) Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities commission;
d) Consultant's activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations;
e) Consultant understands that, as a result of its services, it may come to possess material non-public information about the Company, and that it has implemented internal control procedures designed to reasonably insure that none of its employees, agents, consultants or affiliates, trade in the securities of client companies while in possession of material non-public information;
f) The Consultant at all times shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing such trade secrets shall include: the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's creditors and other sources of financing, the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal said trade secrets to others except in the proper exercise of its duties for the Company, or use their knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault o...
Consultant’s Representations. Consultant represents and warrants to the Company that (i) his execution, delivery and performance of this Agreement does not and shall not conflict with, or result in the breach of or violation of, any other agreement, instrument, order, judgment or decree to which he is a party or by which he is bound, (ii) he is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of his, enforceable in accordance with its terms.
Consultant’s Representations. Consultant warrants that it is fully qualified to perform the Services required under this Agreement in its area of expertise, and represents that (a) by its own independent investigation it has ascertained (i) the nature of the Services required, (ii) the conditions, to the extent reasonably foreseeable, involved in performing the Services, and (iii) its obligations under this Agreement, and will (b) verify all information furnished by the Authority, satisfying itself as to the correctness and accuracy of that information, and if incorrect or inaccurate, has taken appropriate exception and has determined correct and accurate information. Any failure by Consultant to make commercially reasonable efforts consistent with the standard of care set forth in in this Section 5 to investigate independently and become fully informed will not relieve Consultant from its responsibilities under this Agreement.
Consultant’s Representations. The Consultant represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Consultant and Designated Person represents and warrants that they are not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that his execution and performance of this Agreement is not a violation or breach of, and does not conflict with, any other agreement between the Consultant and any other person or entity. The Consultant represents and warrants that this Agreement is a legal, valid and binding agreement of the Consultant, enforceable in accordance with its terms.
Consultant’s Representations. Consultant hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Consultant do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Consultant is a party or by which he is bound, (ii) Consultant is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Consultant, enforceable in accordance with its terms. Consultant hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.
Consultant’s Representations. A. The Consultant represents and warrants to FW that it is a duly organized and licensed entity that employs qualified and experienced personnel who specialize in performing the type of engineering services required hereunder. The Consultant covenants and agrees to provide a sufficient number of personnel (hereinafter referred to as the “Project Team”) who are suitably qualified and experienced and who are in all respects acceptable to FW to perform the Work in an efficient and timely manner. Individual members of the Project Team and their normal work location will be identified by the Consultant in its Proposal and incorporated by reference in the Agreement. The Project Team may not be replaced, substituted or relocated for so long as they remain in the employ of the Consultant, without the prior written consent of FW. The Consultant covenants and agrees that, for so long as they are in the employ of the Consultant, members of the Project Team will be readily available to perform the Work as required by FW.
B. The Consultant covenants and agrees to provide engineering services in accordance with generally accepted and currently recognized engineering practices, procedures and principles, and to exercise the same professional standard of care and of quality as is customarily exercised under similar circumstances by professional engineers providing services in the Washington, D.C., metropolitan area. The Consultant additionally covenants and agrees to diligently and conscientiously devote its resources to the performance of the Work during the Contract Term.
C. The representations and warranties of the Consultant contained in the Contract Documents will survive the execution of this Contract.
D. No third party is entitled to rely on any of the representations, warranties and agreements of FW and the Consultant contained in the Contract Documents. FW and the Consultant assume no liability to any third party because of any reliance on the representations, warranties and agreements of FW and the Consultant contained in the Contract Documents.
Consultant’s Representations. Consultant represents that he is not a party to any agreements or contracts, or employment agreements, or anything of similar nature, whether written or otherwise, including but not limited to non-competition agreements or non-disclosure agreements, with any person, company or entity of any nature whatsoever, which relate to or which in any way or manner prevents him from performing the duties contemplated by this Agreement. Consultant further warrants that by entering into this Agreement he will not be breaching any fiduciary duty, usurping any corporate opportunity or other opportunity of any nature, which is owed to any entity or person.
