REPRESENTATION AND WARRANTIES OF CONSULTANT Sample Clauses

REPRESENTATION AND WARRANTIES OF CONSULTANT. Consultant makes the following representations and warranties as the basis for its undertakings pursuant to this Agreement: (a) Consultant is a limited liability partnership organized and existing under the laws of the District of Columbia and is qualified to do business in and is in good standing under the laws of the State of Alabama, has the power to enter into and to perform and observe the agreements and covenants on its part contained in this Agreement. (b) The execution and delivery of this Agreement by or on behalf of Consultant has been duly authorized by a resolution of Consultant’s governing body duly adopted and by all other necessary actions. (c) The execution and performance of this Agreement by Consultant do not constitute and will not result in the breach or violation of any contract, lease, mortgage, bond, indenture, franchise, permit or agreement of any nature to which Consultant is a party. (d) Consultant certifies that it has not employed or retained any company or person to solicit or secure its selection to enter into this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability at its discretion. (e) There are no outstanding judgments, orders, writs, injunctions, or decrees of any government entity, no pending Legal Proceedings or material threats of Legal Proceedings, against or affecting Consultant before or by any court, board, commission or agency whatsoever which would have a material effect on Consultant’s performance of its obligations under this Agreement. For purposes of this Agreement, “Legal Proceedings” shall mean an action, litigation, arbitration, administrative proceeding, claim and other legal or equitable proceeding of any kind. (f) Consultant has the expertise and is qualified to perform the Services described in this Agreement. Consultant is familiar with all Federal, State, Local, and Municipal laws, codes, ordinances, rules, and regulations which in any manner affect those engaged or employed in the work, or the materials or equipment used in or upon the Services or in any way affect the Services. (g) Consultant acknowledges that it is not a debarred Federal contractor.
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REPRESENTATION AND WARRANTIES OF CONSULTANT. Consultant hereby represents and warrants to Client that:
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REPRESENTATION AND WARRANTIES OF CONSULTANT. The Consultant represents and warrants to, and covenants with, the Company as follows:
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REPRESENTATION AND WARRANTIES OF CONSULTANT. 6.1 Consultant hereby represents warrants and covenants in favor of merchant as follows: (a) Consultant has taken all necessary action required to authorize the execution, performance and delivery of this agreement, and to consummate the transactions contemplated hereby. (b) This Agreement is a valid binding obligation of Consultant enforceable in accordance with its terms, subject only to any applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally and the availability of equitable remedies. (c) No action or proceeding has been instituted or, to Consultant’s knowledge, threatened, affecting the consummation of this Agreement or the transactions contemplated herein. (d) Consultant is a “disinterested person” as that term is defined in section 101(14) of the United States Bankruptcy Code (the “Bankruptcy Code), as modified by Bankruptcy Code section 1107(b). Consultant has no connection with Merchant, its creditors, the U.S. Trustee for the District of Delaware, or any person employed in the office of the U.S. Trustee for the District of Delaware; is not a creditor, equity security holder, or insider of Merchant; is not and was not, within two years before the date hereof, a director, officer or employee of Merchant; and does not have an interest materially adverse to the interests of Merchant or any class of creditors or equity security holders thereof, by reason of any direct or indirect relationship to, connection with or interest in, Merchant.
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REPRESENTATION AND WARRANTIES OF CONSULTANT. 6.1 Consultant hereby represents, warrants and covenants in favor of Merchant as follows: (a) Consultant has taken all necessary action required to authorize the execution, performance and delivery of this Agreement, and to consummate the transactions contemplated hereby. (b) Subject to the entry of the Approval Order, this Agreement is a valid binding obligation of Consultant enforceable in accordance with its terms. (c) No action or proceeding has been instituted or, to Consultant’s knowledge, threatened, affecting the consummation of this Agreement or the transactions contemplated herein. (d) The making of this Agreement by Consultant does not violate any agreement, right or obligation between Consultant and any other person, entity, firm or corporation, and the permission and or agreement of no other person, entity, firm or corporation is required to execute this Agreement or perform the obligations herein.
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Related to REPRESENTATION AND WARRANTIES OF CONSULTANT

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

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