Common use of Representations and Warranties of Consultant Clause in Contracts

Representations and Warranties of Consultant. (a) The Consultant represents that the Consultant has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of the Company. (b) Consultant represents and warrants that, to the best of its knowledge, there is no other existing agreement or duty on Consultant’s part that is inconsistent with this Agreement. (c) The Consultant has the full power and authority to enter into this Agreement and to perform its obligations hereunder. (d) The execution and delivery of this Agreement by the Consultant and the consummation by it of the transactions contemplated hereby have been duly authorized by all required company action on behalf of the Consultant. (e) This Agreement has been duly and validly executed and delivered by the Consultant and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Consultant, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, liquidation, reorganization or other similar laws affecting the enforcement of creditor’s rights in general. (f) The Consultant has no knowledge that Xxxxxxxx or any officer, director or employee of Consultant (collectively, the “Contractors”) intends to terminate his or her employment or other engagement with Consultant, nor does Consultant have a present intention to terminate the employment or engagement of any Contractor. (g) The execution, delivery and performance by Consultant and Xxxxxxxx of their obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby, will not violate, conflict with or result in the breach Articles of Organization, Operating Agreement (or other comparable documents), or any other agreement of the Consultant.

Representations and Warranties of Consultant. (a) The Consultant represents that the Consultant has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of the Company. (b) Consultant represents and warrants that, to the best of its knowledge, there is no other existing agreement or duty on Consultant’s part that is inconsistent with this Agreement. (c) The Consultant has the full power and authority to enter into this Agreement and to perform its obligations hereunder. (d) The execution and delivery of this Agreement by the Consultant and the consummation by it of the transactions contemplated hereby have been duly authorized by all required company action on behalf of the Consultant. (e) This Agreement has been duly and validly executed and delivered by the Consultant and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Consultant, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, liquidation, reorganization or other similar laws affecting the enforcement of creditor’s rights in general. . (f) The Consultant has no knowledge that Xxxxxxxx or any officer, director or employee of Consultant (collectively, the “Contractors”) intends to terminate his or her employment or other engagement with Consultant, nor does Consultant have a present intention to terminate the employment or engagement of any Contractor. (g) The execution, delivery and performance by Consultant and Xxxxxxxx of their obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby, will not violate, conflict with or result in the breach Articles of Organization, Operating Agreement (or other comparable documents), or any other agreement of the Consultant.

Representations and Warranties of Consultant. (a) The Consultant represents and warrants to the Company that, to the best of his/her knowledge, Consultant is under no contractual restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his/her duties hereunder, or the other rights of the Company hereunder except as set forth in Section 1. Consultant represents and warrants that the Time Commitment contained in Section 3 above is acceptable and consistent, in all respects, with his/her performance of any other unrelated contractual obligations, as identified on Schedule A attached hereto. Consultant represents and warrants that this Agreement has been reviewed by any other entity pursuant to which Consultant is obligated to provide services and to the qualifications best of Consultant’s knowledge, the execution and ability performance of this Agreement is not inconsistent with and will not violate any policies or procedures of any other person or entity which are applicable to perform the Services in a professional manner, without the advice, control, or supervision of the Company. (b) Consultant. Consultant represents and warrants that, to the best of its his/her knowledge, there is no other existing agreement or duty on Consultant’s part that is inconsistent with this Agreement. (c) The Consultant has the full power and authority to enter into execution of this Agreement and the performance of his/her duties hereunder in no way conflicts with any non-disclosure or confidentiality agreement between the Consultant and any third party. Consultant represents and warrants that Consultant has provided to perform its obligations hereunder. (d) The execution the Company all consulting agreements, confidentiality and delivery non-disclosure agreements and assignment of inventions agreements to which Consultant is a party. Non-competition During the term of this Agreement by and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant and agrees that he/she will not perform consulting or research services in the consummation by it Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the transactions contemplated hereby have been duly authorized by all required company action on behalf stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Consultant. (e) This Agreement has been duly and validly executed and delivered by the Consultant and, assuming due authorization, execution and delivery by Chief Executive Officer of the Company, constitutes which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a legalviolation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, valid and binding obligation Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Consultant, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, liquidation, reorganization or other similar laws affecting the enforcement of creditor’s rights in general. (f) The Consultant has no knowledge that Xxxxxxxx Company or any officer, director of its subsidiaries or employee of Consultant (collectively, the “Contractors”) intends affiliates to terminate his or his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other engagement with Consultantindividual or entity, nor does and the Consultant have a present intention to terminate shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the employment or engagement taking of any Contractor. (g) such actions by any other individual or entity. The executionterm “affiliate” shall mean any person or entity that directly, delivery or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. The provisions of this Section 7 shall survive any termination or expiration of this Agreement. Patent, etc. Company acknowledges Consultant is an employee or consultant of the person or entity or entities identified on Schedule A attached hereto, with pre-existing obligations as set forth therein. Company further acknowledges and agrees that nothing contained in this Agreement shall affect or prevent the Consultant from fulfilling his/her obligations and responsibilities to those identified on Schedule A attached hereto, including engaging in activities as part of the course and scope of Consultant’s employment with its/their respective facilities. Subject to the terms and conditions of any person or entity identified on Schedule A attached hereto, any interest in patents, patent applications, inventions, technological innovations, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, know-how, data and analysis, whether patentable or not which Consultant may conceive or reduce to practice or author in the performance by Consultant and Xxxxxxxx of their obligations consulting services to the Company under this Agreement and either relating to a field which the consummation Company may then be engaged or contemplates (as demonstrated by the records of the transactions contemplated hereby and therebyCompany) being engaged (“Inventions”), will not violateshall belong to the Company. As soon as a Consultant conceives o1, conflict with reduces to practice or result authors any Invention, he/she agrees immediately to communicate such fact in writing to the Company, and, forthwith upon request of the Company, Consultant shall assist in the breach Articles execution of Organizationall such assignments and other documents (including applications for patents, Operating Agreement copyrights, trademarks, and assignments thereof) and take all such other action as the Company may reasonably request in order to (a) vest in the Company all Consultant’s right, title, and interest in and to Inventions which are the sole property of the Company, and (b) if patentable or other comparable documents)copyrightable, to obtain at Company expense patents or copyrights (including extensions and renewals) thereof in any other agreement and all countries in such name as the Company shall determine. Time devoted by the Consultant to satisfying the foregoing obligations shall qualify toward satisfaction of the Consultant’s Time Commitment. The provisions of this Section 8 shall survive any termination or expiration of this Agreement.

Representations and Warranties of Consultant. 6.1 Consultant hereby represents and warrants to Client as set forth below, which representations and warranties shall remain true and correct throughout the Term except to the extent Consultant shall provide Client with written notice of any material change in its business, operations, ownership, affiliations and practices which might render any such representations false or inaccurate to any materialdegree: (a) The Consultant represents that the Consultant has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision acknowledges each of the Company.Required Certifications set forth on pages 9 et seq. of the RFP and represents and warrants that statements set forth therein are true and accurate statements regarding the conduct of Consultants business operations, and to the extent any such Certifications are covenants, Consultant agrees to be bound by and adhere to the requirements contained therein except were any such provisions are inconsistent with the terms hereof in which event the terms of this Agreement shall prevail; (b) Consultant represents and warrants thatreceives no compensation of any kind or nature from any fund managers, whether for recommending use of fund manager services, as compensation for products or services provided to the best of its knowledgefund managers, there is no other existing agreement or duty on Consultant’s part that is inconsistent with this Agreement.otherwise; (c) The Consultant has All statements of fact contained in the full power Proposal and authority to enter into this Agreement Presentation Materials are true and to perform its obligations hereunder.correct; (d) The execution and delivery of this Agreement by Consultant is a duly organized limited liability company organized under the Consultant and the consummation by it laws of the transactions contemplated hereby have been duly authorized by all required company action on behalf Commonwealth of Massachusetts, and is permitted to do business in the Consultant.States of Nevada and each other jurisdiction in which Consultant shall provide the Services; (e) This Agreement has been is duly and validly authorized, executed and delivered by the Consultant andConsultant. This Agreement is, assuming due authorization, execution and delivery by the Company, constitutes a legal, shall be valid and legally binding obligation of the Consultant, upon Consultant and enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, liquidation, reorganization or other similar laws affecting the enforcement of creditor’s rights in general.their respective terms; and (f) The Consultant has no knowledge that Xxxxxxxx or any officerthe power, director or employee right and authority to enter into and perform all of the obligations required of Consultant (collectively, under this Agreement and neither entering this Agreement nor discharging the “Contractors”) intends to terminate his or her employment or other engagement with Consultant, nor does Consultant have obligations hereunder shall constitute a present intention to terminate the employment or engagement breach of any ContractorAgreement to which Consultant is a party. (g) The executionConsultant represents and warrants that it is a registered investment advisor under the Investment Advisers Act of 1940 as amended, delivery and performance that such registration is currently effective. Consultant's employees and other associated persons may purchase securities that are owned by Consultant and Xxxxxxxx one or more of their obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby, will Consultant's clients provided that such activities do not violate, conflict with or result in the breach Articles securities laws, Consultant's xxxxxxx xxxxxxx policies, Code of Organization, Operating Agreement (or other comparable documents)Ethics, or any other agreement company policies with respect to personal trading. (h) Consultant represents and warrants that the signatory to this Agreement on its behalf is authorized to enter into this Agreement. 6.2 Client hereby represents and warrants to Consultant as set forth below, which representations and warranties shall remain true and correct throughout the Term except to the extent Client shall provide Consultant with written notice of any material change in its business, operations, ownership, affiliations and practices which might render any such representations false or inaccurate to any materialdegree (a) Client has received a copy of Part 2 of Consultant's Form ADV. (b) Client also represents and warrants that it is an "accredited investor" under Rule 501 of Regulation D of the ConsultantSecurities Act of 1933, a "qualified client" under Rule 205-3 of the Investment Advisers Act of 1940, and a "qualified purchaser" under Section 2(a)(51)(A) of the Investment Company Act of 1940.(b). (c) Client represents and warrants that the signatory to this Agreement on its behalf is authorized to enter into this Agreement.

Representations and Warranties of Consultant. Consultant represents, warrants and agrees that as of the date hereof, and as of any date that the Consultant receives fees: (a) The Consultant represents that and its agents or representatives have obtained all governmental, regulatory and local licenses and approvals and will effect all filings and registrations with governmental, regulatory and self-regulatory bodies and agencies required in connection with the Consultant has the qualifications services it provides and ability fees it is entitled to perform the Services in a professional manner, without the advice, control, or supervision of the Companyreceive under this Agreement. (b) Consultant represents and warrants that, to the best of its knowledge, there There is no pending or threatened action, suit or proceeding before or by any court or other existing agreement governmental body to which Consultant, or duty on to which any of the assets of Consultant is subject, that might reasonably be expected to adversely affect Consultant’s part that is inconsistent with ability to perform under this Agreement. Consultant shall immediately notify the Company of the nature and amount of any claim, investigation, inquiry or proceeding which might reasonably be expected to adversely affect Consultant’s ability to perform under this Agreement. (c) The Consultant (i) is not subject to any order of the SEC under Section 203(f) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (ii) has not been convicted within the full power past ten years of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A)-(D) of the Advisers Act, (iii) has not been found by the SEC to have engaged, or been convicted of engaging in, any of the conduct described in paragraphs (1), (5) or (6) of Section 203(e) of the Advisers Act, and authority (iv) is not subject to enter into an order, judgment or decree described in Section 203(e)(4) of the Advisers Act or subject to any other statutory or regulatory bar, disability or prohibition which would prevent it from engaging in the solicitation or introduction of potential customers or strategic partners as described in this Agreement and to perform its obligations hereunder.Agreement. US-DOCS\87156889.2 (d) The execution and delivery Neither Consultant nor any of its officers, directors, employees, affiliates, agents or any person connected with it as specified in paragraph (d)(1) of Rule 506 under the Securities Act (such persons referred to as “Covered Persons”) has been the subject of any event described in paragraph (d)(1)(i)-(viii) of Rule 506 (“Disqualifying Event”). Consultant covenants that it will notify the Company within five (5) business days in the event any such action or prosecution relating to a Disqualifying Event is initiated during the term of this Agreement. This Agreement by may be immediately terminated with the Consultant occurrence of a Disqualifying Event, and the consummation by it compensation shall be suspended pending remedy or waiver of the transactions contemplated hereby have been duly authorized by all required company action on behalf of the ConsultantDisqualifying Event. (e) This Agreement Consultant is not (i) currently the subject of any sanction administered or enforced by the United States Department of the Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (“Sanction”); (ii) located or resides in any country or territory to the extent that such country or territory itself is the subject of any Sanction (“Designated Jurisdiction”), or (iii) or has not been (within the previous five (5) years) engaged in any transaction with any person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No fees, nor the proceeds from any fees, has been duly and validly executed and delivered or will be used, directly or indirectly, to lend, contribute or provide or has otherwise been made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by the Consultant and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation any person of the Consultant, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, liquidation, reorganization or other similar laws affecting the enforcement of creditor’s rights in generalSanctions. (f) The Consultant will not directly or indirectly use any funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; nor directly or indirectly make any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee, or an employee of a private enterprise or organization. Consultant is not, nor is any of its agents or representatives, aware of or has no knowledge taken any action, directly or indirectly, that Xxxxxxxx would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any officermeans or instrumentality of interstate commerce corruptly in furtherance of an offer, director payment, promise to pay or employee authorization of Consultant (collectivelythe payment of any money, the “Contractors”) intends to terminate his or her employment or other engagement with Consultantproperty, nor does Consultant have a present intention gift, promise to terminate give or authorization of the employment giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or engagement any foreign political party or official thereof or any candidate for foreign political office, in contravention of any Contractorthe FCPA. (g) The execution, delivery and performance by Consultant and Xxxxxxxx of their obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby, will not violatenegotiate with any potential customer, conflict with or result in the breach Articles of Organization, Operating Agreement (strategic partner or other comparable documents)party, nor will Consultant represent the Company in negotiations with any potential customer, strategic partner or other party. (h) Consultant will not engage in any other agreement of solicitation activities with respect to the ConsultantCompany.