Consultant’s Representations and Warranties. Consultant represents and warrants as follows: (a) Consultant has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) Consultant has taken all action required by Applicable Law in order to approve, execute and deliver this Agreement; (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by Consultant with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, the documents of formation of Consultant or any contractual limitation, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which Consultant is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; (d) Consultant has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby; (e) To Consultant’s knowledge, there are no actions, proceedings, judgments, rulings or orders issued by, or pending before any court or other governmental body that would materially adversely affect Consultant’s ability to perform its obligations under this Agreement; and (f) This Agreement is a legal, valid and binding obligation of Consultant enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditor’s rights or by the exercise of judicial discretion in accordance with general principles of equity.
Appears in 1 contract
Consultant’s Representations and Warranties. Consultant represents and warrants to, and covenants with, the Company, as follows:
(a) a. Consultant has the capacity, power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement;
(b) Consultant has taken all action required by Applicable Law in order the ability, experience, skills and certifications and other approvals necessary to approve, execute and deliver this Agreement;
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by Consultant with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, the documents of formation of Consultant or any contractual limitation, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which Consultant is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing;
(d) Consultant has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby;
(e) To Consultant’s knowledge, there are no actions, proceedings, judgments, rulings or orders issued by, or pending before any court or other governmental body that would materially adversely affect Consultant’s ability to perform carry out its obligations under this Agreement; .
b. Consultant and its officers, employees, agents and consultants shall comply with all securities laws and regulations applicable to the Company and Consultant, and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade.
c. Consultant shall, and shall cause its officers, employees, agents and co-consultants to act at all times in the best interests of the Company and to perform the services contemplated by this Agreement with the standard of care, skill and diligence of an experienced consultant with experience in performing investor relations, public relations and related types of services.
d. Consultant, upon notice from the Company, will cease all services under this Agreement for the period directed by the Company without effect on the payment of compensation due hereunder.
e. Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company, at any time that Consultant is in possession of material non-public information concerning the Company.
f. Neither Consultant nor any of its affiliates or associates have or will act or be considered to act as a finder, underwriter, broker, dealer or promoter of any of the Company’s securities and none of the services required to be provided by Consultant under this Agreement shall require that they be registered as such. Further, Consultant agrees not to perform any services under this Agreement that would require such registration. All payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment to Consultant, or its affiliates and/or associates to act as a finder, underwriter, broker, dealer or promoter of any of the Company’s securities.
g. Consultant shall comply with all instructions and directions regarding the Services under this Agreement received from the Company.
h. Neither Consultant nor any of Consultant’s officers, directors, employees, agents or subcontractors, or, to the knowledge of Consultant, any of their affiliates, is subject to any disciplinary action by either the Financial Industry Regulatory Authority (FINRA) or the U.S. Securities and Exchange Commission by virtue of any violation of such organization’s rules and regulations.
i. Consultant understands that the Restricted Shares have not been registered for sale under Federal or state securities laws and that the shares are being offered and sold to Consultant pursuant to one or more exemptions from the registration requirements of such securities laws. Consultant is, and at all times during the term of this Agreement will be, an “accredited investor” within the meaning of Regulation D under the Act. Consultant shall immediately notify Company if Consultant is no longer an “accredited investor” and, following Consultant’s failure to qualify as an “accredited investor”, Consultant shall not be entitled to receive any additional Restricted Shares. In the absence of an effective registration of the Restricted Shares or an exemption therefrom, any certificates for such securities shall bear an appropriate restrictive legend. Consultant understands that it must bear the economic risk of its investment in the Restricted Shares for an indefinite period of time, as such shares have not been registered under Federal or state securities laws and therefore cannot be sold unless subsequently registered under such laws, unless an exemption from such registration is available. Consultant is acquiring the Restricted Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof. Consultant’s investment in the Company will not be made in whole or in part using funds in an XXX or employee benefit plan. The shares may not be sold or otherwise transferred unless (i) a registration statement with respect to such transfer is effective under the Act and any applicable state securities laws or (ii) such sale or transfer is made pursuant to one or more exemptions from the Act.
j. Consultant has received all of the materials relating to the Company which it has requested. Consultant has been afforded an opportunity to ask questions of, and receive answers from, the Company in connection with the offering of Restricted Shares pursuant to this Agreement. Consultant has not received, nor is the Consultant relying on, any oral or written representation in connection with the offering of the Restricted Shares by the Company which is not contained in this Agreement. Consultant (fi) This Agreement is a has obtained, in Consultant’s judgment, sufficient information to evaluate the merits and risks of an investment in the Company, and (ii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such investment and to make an informed investment decision with respect thereto. With the assistance of Consultant’s own professional advisors, to the extent that Consultant has deemed appropriate, Consultant has made its own legal, valid tax, accounting and binding obligation financial evaluation of Consultant enforceable the merits and risks of an investment in accordance with its terms, except as limited by laws the Restricted Shares and the consequences of general applicability limiting the enforcement of creditor’s rights or by the exercise of judicial discretion in accordance with general principles of equitythis Agreement.
Appears in 1 contract
Consultant’s Representations and Warranties. Consultant represents and warrants as follows:
(a) Consultant has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement;
(b) Consultant has taken all action required by Applicable Law in order to approve, execute and deliver this Agreement;
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by Consultant with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, the documents of formation of Consultant or any contractual limitation, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which Consultant is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing;
(d) Consultant has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby;
(e) To Consultant’s knowledge, there are no actions, proceedings, judgments, rulings or orders issued by, or pending before any court or other governmental body that would materially adversely affect Consultant’s Consultant ability to perform its obligations under this Agreement; and
(f) This Agreement is a legal, valid and binding obligation of Consultant enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditor’s rights or by the exercise of judicial discretion in accordance with general principles of equity.
Appears in 1 contract
Consultant’s Representations and Warranties. Consultant represents and warrants to, and covenants with, the Company, as follows:
(a) a. Consultant has the capacity, power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement;
(b) Consultant has taken all action required by Applicable Law in order the ability, experience and skills necessary to approve, execute and deliver this Agreement;
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by Consultant with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, the documents of formation of Consultant or any contractual limitation, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which Consultant is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing;
(d) Consultant has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby;
(e) To Consultant’s knowledge, there are no actions, proceedings, judgments, rulings or orders issued by, or pending before any court or other governmental body that would materially adversely affect Consultant’s ability to perform carry out its obligations under this Agreement;
b. Consultant and its officers, employees, agents and consultants shall comply with all securities laws and regulations applicable to the Company and Consultant, and all policies, rules and requirements of any exchange or quotation system on which the shares of the Company trade;
c. Consultant shall, and shall cause its officers, employees, agents and co-consultants to act at all times in the best interests of the Company and to perform the services contemplated by this Agreement with the standard of care, skill and diligence of an experienced consultant with experience in performing investor relations, public relations and related types of services;
d. Consultant, upon notice from the Company, will cease all services under this Agreement for the period directed by the Company without effect on the payment of compensation due hereunder;
e. Consultant will not engage in any transaction involving the offer or sale of securities of the Company, and will not solicit or encourage any other party to engage in any transaction involving the offer or sale of securities of the Company, at any time that Consultant is in possession of material non-public information concerning the Company;
f. Neither Consultant nor any of its affiliates or associates have or will act or be considered to act as a finder, underwriter, broker, dealer or promoter of any of the Company’s securities and none of the services required to be provided by Consultant under this Agreement shall require that they be registered as such. Further, Consultant agrees not to perform any services under this Agreement that would require such registration. All payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment to Consultant, or its affiliates and/or associates to act as a finder, underwriter, broker, dealer or promoter of any of the Company’s securities;
g. Consultant shall comply with all instructions and directions regarding the Services under this Agreement received from the Company;
h. Neither Consultant nor any of Consultant’s officers, directors or employees is subject to any disciplinary action by either the Financial Industry Regulatory Authority (FINRA) or the U.S. Securities and Exchange Commission by virtue of any violation of such organization’s rules and regulations and that to the best of its knowledge; none of its affiliates or subcontractors are subject to any such similar disciplinary action; and
(f) This Agreement is a legal, valid and binding obligation of Consultant enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditor’s rights or by the exercise of judicial discretion in accordance with general principles of equity.
Appears in 1 contract
Consultant’s Representations and Warranties. A. Consultant represents and warrants that the Work Product produced under this Agreement shall be the sole product of Consultant’s own efforts, or to the extent that Consultant retains any third-party that such party shall assign to Consultant all of such party’s right, title, and interest in such Work Product; that Consultant is, or shall be, the owner and proprietor of all applicable rights in said Work Product and shall assign to Conceptus all such rights as follows:
(a) set forth in paragraph 2.A above. Consultant has further represents and warrants that the power use and authority disclosure of the Work Product will not infringe upon or violate any patent, copyright, trade secret or other property right of any third party known, or should have been known, to Consultant. Consultant represents and warrants that Consultant possesses the right to enter into and to perform this Agreement and that there are no liens or encumbrances against any of the Work Product that would be inconsistent with the rights granted to Conceptus hereunder.
B. Consultant agrees to indemnify and hold Conceptus harmless from and against all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorney’s fees) that result from a breach or alleged breach of any of the above representations or warranties. In addition, Consultant agrees to indemnify and hold harmless Conceptus and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s assistants, employees or agents, (ii) a determination by a court or agency that the Consultant is not prohibited from entering into this Agreement an independent Consultant, (iii) any breach by the Consultant or discharging and performing all Consultant’s assistants, employees or agents of any of the covenants and obligations on its part to be performed under and pursuant to this Agreement;
(b) Consultant has taken all action required by Applicable Law contained in order to approve, execute and deliver this Agreement;
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by Consultant with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require (iv) any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, the documents of formation failure of Consultant or any contractual limitationto perform the services in accordance with all applicable laws, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which Consultant is a party or by which it or any of its property is bound rules and will not result in a breach of or a default under any of the foregoing;
(d) Consultant has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby;
(e) To Consultant’s knowledge, there are no actions, proceedings, judgments, rulings or orders issued byregulations, or pending before (v) any court violation or other governmental body that would materially adversely affect Consultantclaimed violation of a third party’s ability to perform its obligations rights resulting in whole or in part from Conceptus’s use of Prior Works under this Agreement; and
(f) This Agreement is a legal, valid and binding obligation of Consultant enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditor’s rights or by the exercise of judicial discretion in accordance with general principles of equity.
Appears in 1 contract
Samples: Consultant Agreement (Conceptus Inc)
