Nature of Representation. 1. Agent is authorized to represent DGE and is entitled to DGE produced promotional materials in the marketing of DGE sponsored programs. Any misuse of materials will result in termination of Contract.
2. Agent must use its own company name, telephone number, and website in any marketing material and must clearly indicate that the Agent is not a subsidiary of DGE, but an Independent Contractor representative of DGE in the Independent Contractor's country. The Independent Contractor will not use DGE logo or name without express permission of DGE.
3. Agent must provide, at a minimum:
a) This document completed and signed
b) Proof of Business License/registration which enables it to conduct business in the venues where it operates (including English language translation)
c) Disclosure of any previous bankruptcy and of any pending legal actions
d) Written references from three current business associates or partner organizations, including one US State Department designated sponsor, other than DGE
e) Summary of previous experience conducting J‐1 Exchange Visitor Program activities
f) Criminal background check reports (including original and English translation) for all owners and officers of the organization
g) A copy of the sponsor‐approved advertising materials intends to use to market the sponsor’s program (including original and English translation)
h) Notarized financial statements (in English) from previous calendar year – Balance Sheet and Income Statement
i) Annual Fee Report (due with this Agreement – must be resubmitted annually on or before November 1)
4. In accordance with this Contract, all operational information, procedures, manuals, memos, or other correspondence is proprietary information and shall not be disclosed to any other person, agency, or entity. DGE reserves the right to terminate this contract if said operational materials have been shared with any other established or potential exchange programs. All program materials remain the property of DGE and must be returned or destroyed at termination of this contract.
5. Agent agrees that the employers with whom DGE places participants that may be revealed during the fulfillment of this agreement are proprietary and have been obtained by DGE at great cost. Agent agrees not to do business with directly or indirectly (regardless of who initiates contact) with any DGE employers with whom a participant is placed for three (3) years from the date of this agreement. Furthermore, Agent agrees not ...
Nature of Representation. INAT have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by INAT in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading.
Nature of Representation. NEOS has taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by NEOS in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by NEOS in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading. ARTICLE 5
Nature of Representation. CAVIO and Securityholder have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by CAVIO and Securityholder in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading.
Nature of Representation. SYSTEMS and TLC have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by TLC and SYSTEMS in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading.
Nature of Representation. BVI and Shareholder have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by BVI and Shareholder in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading.
Nature of Representation. Client’s expectations concerning legal services must be understood and agreed upon for WRA to provide effective services and representation. Client agrees to describe and document its claims and objectives. XXX agrees to consult with Client regarding what legal services can be provided and what results are likely to be obtained by pursuing different legal strategies. If there is a difference between what Client seeks from legal services and what WRA believes can be provided, Client is entitled to pursue other arrangements, including retention of other legal counsel. Client shall immediately inform WRA of any such acts that will affect this Agreement, including the nature and scope of representation. Client and WRA recognize that administrative actions generally are only one part of a strategy for achieving Client’s objectives. Each party agrees to share ideas and advice about how the representation pursuant to this Agreement might benefit Client’s other efforts to achieve its objectives. Each party agrees to work closely with the other to obtain as much as possible from the legal services, but to recognize and account for the inherent limitations of those services. Specifically, Client will work toward strategies that will build upon success or failure in obtaining results from the legal services provided under this Agreement. Client and WRA recognize that each plays a vital role in this representation. Each must contribute to the efforts of the other party to ensure a successful resolution of the matter.
Nature of Representation. The Parties acknowledge and agree that the law firms of Kaye, Xxholer, Fierman, Hays & Xandler, LLP and Akin, Gump, Strauss, Hauex & Xeld XXX (collectively the "Law Firms") have represented Israel, Cohex, XXT and ISCO (collectively, the "Clients") in connection with the transactions provided for in or contemplated by this Agreement, the Amended LLC Agreement and the Exchange Agreement and that the Law Firms have not represented the Partnership or the Company in connection with any of those transactions. Consequently, the Parties agree that (i) the attorney-client privilege with respect to any communications between the Law Firms and the Clients or their Representatives, consultants, attorneys and Affiliates (collectively, with the Clients, the "Client Parties") and the work product privilege with respect to the Clients shall belong solely to the respective Clients and may be waived solely by the respective Clients and shall not belong to and cannot be waived by the Partnership or the Company or any other Person, including OAS, (ii) no privileged communication between the Law Firms, or either of them, on the one hand, and the Client Parties, or any of them, on the other, shall be deemed to have been disclosed to the Partnership or the Company and no attorney-client privilege with respect to those communications or work product privilege with respect to the Clients shall be deemed to have been waived on account of any alleged disclosure of the communication to the Partnership or the Company, and (iii) neither the Company, nor any Person, including OAS, shall be entitled to disqualify the Law Firms, or either of them, from representing the Clients, or any of them, on the basis (or the asserted basis) that the Law Firms have represented the Partnership or the Company in the past, it being understood that neither the Company nor any Person, including OAS, shall be precluded from disqualifying the Law Firms, or either of them, from representing the Clients, or any of them, on any other basis. [intentionally left blank]
Nature of Representation. GTL and Shareholder have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by GTL and Shareholder in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading.
Nature of Representation. ICE and Shareholder have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by ICE and Shareholder in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading.
