Representations by Consultant. Consultant represents to the Company that Consultant is under no contractual, legal or fiduciary obligation or burden that reasonably may be expected to interfere with Consultant’s ability to perform the Consulting Services in accordance with the Agreement’s terms, including without limitation any agreement or obligation to or with any other company, and that Consultant is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant’s engagement by the Company or to refrain from competing, directly or indirectly, with the business of any other party. Consultant agrees that Consultant will not use, distribute or provide to anyone at the Company any confidential or proprietary information belonging to any other company or entity, at any time during Consultant’s performance under this Agreement. Consultant further represents that Consultant’s performance of the Consulting Services will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Consultant in confidence or in trust prior to this Agreement, and Consultant will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any other party.
Representations by Consultant. 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. The Consultant shall indemnify, defend, and hold harmless the Company, and the Company’s officers, directors, and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney fees and costs, that the Company may incur or suffer and that arise, result from, or are related to any breach or failure of the Consultant to perform any of the representations, warranties and agreements contained in this Agreement.
Representations by Consultant. CONSULTANT understands and agrees that COUNTY has limited knowledge in the multiple areas specified in the Proposal. CONSULTANT has represented itself to be an expert in these fields and understands that COUNTY is relying upon such representation. CONSULTANT represents and warrants that it is a lawful entity possessing all required licenses and authorities to do business in the State of California and perform all aspects of this Agreement. CONSULTANT shall not commence any work under this Agreement or provide any other services, or materials, in connection therewith until CONSULTANT has received written authorization from COUNTY’s Contract Manager to do so. CONSULTANT represents and warrants that the people executing this Agreement on behalf of CONSULTANT have the authority of CONSULTANT to sign this Agreement and bind CONSULTANT to the performance of all duties and obligations assumed by CONSULTANT herein. CONSULTANT represents and warrants that any employee, subcontractor, and/or agent who will be performing any of the duties and obligations of CONSULTANT herein possess all required licenses and authorities, as well as the experience and training, to perform such tasks. CONSULTANT represents and warrants that the allegations contained in the Proposal are true and correct. CONSULTANT understands that COUNTY considers the representations made herein to be material and would not enter into this Agreement with CONSULTANT if such representations were not made. CONSULTANT understands and agrees not to discuss this Agreement or work performed pursuant to this Agreement with anyone not a party to this Agreement without the prior permission of COUNTY. CONSULTANT further agrees to immediately advise COUNTY of any contacts or inquiries made by anyone not a party to this Agreement with respect to work performed pursuant to this Agreement. Prior to accepting any work under this Agreement, CONSULTANT shall perform a due diligence review of its files and advise COUNTY of any conflict or potential conflict CONSULTANT may have with respect to the work requested. CONSULTANT understands and agrees that in the course of performance of this Agreement, CONSULTANT may be provided with information or data considered by the owner or the COUNTY to be confidential. COUNTY shall clearly identify such information and/or data as confidential. CONSULTANT shall take all necessary steps necessary to maintain such confidentiality including but not limited to restricting the dissemination...
Representations by Consultant. By signing a Contract with the Authority, the signatory represents that they are a duly authorized representative of the Consultant firm and represents that neither he/she nor the Consultant firm has (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the Consultant) to solicit or secure the Contract and related contracts; (b) agreed, as an expressed or implied condition for obtaining such Contract, to employ or retain the services of any firm or person in connection with carrying out the Contract, or; (c) paid, or agreed to pay, to any firm, organization, or person (other than a bona fide employee working solely for the Consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Contract and any related contracts thereto. By signing a Contract, the Consultant certifies to the best of its knowledge and belief, that it and its principals:
Representations by Consultant. Consultant represents and warrants to Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which she is a party or by which she is bound; (ii) will not result in a breach of any confidentiality undertaking to any third party; and (iii) do not require the consent of any person or entity.
Representations by Consultant. 10.2.1. The Consultant is an independent contractor and will not and cannot make any binding obligations on behalf of the Client, and the Consultant will represent itself accordingly.
10.2.2. Furthermore, the Consultant may be in possession of non-public information and if Consultant comes into possession of such non-public information, the Consultant will cease ALL trading activity until such information becomes public or stale.
10.2.3. Notwithstanding the aforementioned, it is neither the Client’s nor Consultant’s intention for the Consultant to hold onto the Shares indefinitely. The Consultant agrees not to have a material adverse effect on the market during sell-in of the Shares.
10.2.4. It has the requisite power and authority to provide the representations in this Agreement.
10.2.5. It recognizes that acquiring the Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in its investment, in that (a) it may not be possible to liquidate the investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, a complete loss of investment could occur.
10.2.6. It (a) is competent to understand and does understand the nature of the investment, and (b) is able to bear the economic risk of the investment.
10.2.7. It is an accredited investor as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.
10.2.8. It has significant prior investment experience, and that It has read all of the documents furnished or made available by the Client to evaluate the merits and risks of the investment, recognizes the highly speculative nature of this investment, and is able to bear the economic risk hereby assumed.
10.2.9. All information regarding the Client which was requested or desired by it has been furnished, all other documents which could be reasonably provided have been made available for inspection and review, and it believes that such information is sufficient to make an informed decision with respect to it acquiring the Securities herein.
10.2.10. It is acquiring the Shares for its own account, for investment, and not for distribution or resale to others, and that it will not sell, transfer, or otherwise dispose of the Shares or any portion thereof unless they are registered under the Securities Act or unless an exemption from such registration is available.
10.2.11. It may, wit...
Representations by Consultant. 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.
Representations by Consultant. 8 5.1. CONSULTANT understands and agrees that ICTC has limited knowledge in the multiple 9 areas specified in the Proposal. CONSULTANT has represented itself to have experience in these fields 10 and understands that ICTC is relying upon such representation.
11 5.2. Subject to 5.2.1, CONSULTANT represents and warrants that it is a lawful entity 12 possessing all required licenses and authorities to do business in the State of California and perform all 13 aspects of this Agreement.
14 5.2.1. CONSULTANT shall not commence any work pursuant to this Agreement or 15 provide any other services, or materials, in connection therewith until CONSULTANT has received 16 written authorization from ICTC to do so.
17 5.3. CONSULTANT represents and warrants that the people executing this Agreement on behalf 18 of CONSULTANT have the authority of CONSULTANT to sign this Agreement and bind 19 CONSULTANT to the performance of all duties and obligations assumed by CONSULTANT herein.
20 5.4. CONSULTANT represents and warrants that any employee, contractor and/or agent who 21 will be performing any of the duties and obligations of CONSULTANT herein possess all required licenses 22 and authorities, as well as the experience and training, to perform such tasks.
23 5.5. CONSULTANT represents and warrants that the allegations contained in the Proposal are 24 true and correct.
25 5.6. CONSULTANT understands that ICTC considers the representations made herein to be 26 material and would not enter into this Agreement with CONSULTANT if such representations were not 27 made.
Representations by Consultant. Consultant agrees that Consultant will not use, distribute or provide to anyone at the Company any confidential or proprietary information belonging to any other company or entity, at any time during Consultant’s performance under this Agreement. Consultant further represents that Consultant’s performance of the Consulting Services will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Consultant in confidence or in trust prior to this Agreement, and Consultant will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any other party.
Representations by Consultant. The Consultant represents to the Company that the Consultant is under no contractual, legal or fiduciary obligation or burden that reasonably may be expected to interfere with the Consultant’s ability to perform the Consulting Services in accordance with this Agreement’s terms, including without limitation any agreement or obligation to or with any other company.
