Representations by the Consultant. As an incentive for Client to enter into this Agreement, Consultant hereby represent, warrants and covenants to Client, as of the date of this agreement and at all times so long as this Agreement remains in effect, the following:
(a) Neither Consultant nor any entity under his control has, prior to the execution of this Agreement, and will not, for a period of eighteen (18) months following the execution of this Agreement, carry a net short position in the common shares of Client, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such activities related to the common shares of Client. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(b) Consultant has no prior existing legally binding obligations that are in conflict with his entering into this Agreement.
(c) Consultant shall not offer or make payment of any consideration to brokers, dealers or others for the purposes of inducing the purchase, making of a market or recommendation for the purchase of Client's securities.
(d) Consultant has not been and is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities commission.
(e) Consultant agrees to notify Client immediately if, at any time, any of the representations an warranties made by Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by Consultant herein occurs.
Representations by the Consultant. The Consultant represents that it is fully licensed (to the extent required by law), experienced, and properly qualified to perform the Services to be provided under this Agreement, and that it is properly permitted, equipped, organized, and financed to perform such Services.
Representations by the Consultant. The Consultant hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Consultant do not and shall not conflict with, breach, violate or cause an event of default under another service agreement, employment contract, non-compete agreement or any other agreement, judgment or order to which the Consultant is a party or by which it is bound and that (ii) upon the execution and performance of this Agreement by the Company, this Agreement shall be a valid and binding obligation of the Consultant, enforceable in accordance with its terms.
Representations by the Consultant. The Consultant represents and warrants the following:
(a) The Consultant has all necessary capacity, power and authority to enter into this Agreement and to perform all the obligations to be performed by the Consultant hereunder; this Agreement and the consummation by the Consultant of the transactions contemplated hereby has been duly and validly authorized by all necessary actions of the Consultant; this Agreement has been duly executed and delivered by the Consultant; and assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of the Consultant enforceable against the Consultant in accordance with its terms.
(b) Neither the execution and delivery of this Agreement by the Consultant, nor the consummation of the transactions contemplated hereby by the Consultant, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to the Consultant. The Consultant is not in breach of any agreement requiring the preservation of the confidentiality of any information, client lists, trade secrets or other confidential information or any agreement not to compete or interfere with any prior employer, and neither the execution of this Agreement nor the performance by the Consultant of its obligations hereunder will conflict with, result in a breach of, or constitute a default under, any agreement to which the Consultant is a party or to which the Consultant may be subject.
Representations by the Consultant. DSA is eligible to contract with the College for the purpose of serving as a Part- Time Clery Compliance Consultant insofar as: o DSA’s eligibility to serve as a third-party servicer has never been limited, suspended, or terminated under the proceedings of subpart G of Title 34, Part 668 (Student Assistance General Provisions); o DSA does not administer funds under any institution’s Title IV, HEA programs and has therefore never had an audit finding that resulted in DSA being required to repay an amount greater than five percent of the funds that the servicer administered under the Title IV, HEA programs for any award year; and o DSA has not been cited (during the preceding five years, or ever) for failure to submit audit reports required under Title IV of the HEA in a timely fashion; • DSA expressly agrees to fully comply with all contractual terms applicable to third- party servicers as required by 34 C.F.R. §668.25 and restated in Section 2 of this Appendix (Note: Section 2, #4 does not apply) as it applies to the specific functions DSA is providing on behalf of the College; • DSA agrees to comply with all aspects of the Family Educational Rights and Privacy Act (FERPA), 34 C.F.R. §99, with regard to DSA’s receipt and use of any education records provided by the College; • DSA agrees to comply with all applicable information security requirements established by the Federal Trade Commission (FTC) for maintaining appropriate safeguards in respect to the education records and student information to which DSA has access; • DSA will submit to the Department the required Third Party Servicer Data Form to the Department’s Third Party Servicer Oversight Group (via email to xxxxx0xxxxxxxxxxxxxxxxxxxxxxxx@xx.xxx) within 10 days of the date that: o The servicer changes its name; o The servicer changes the address or contact information for its primary location or additional location; o The servicer adds or terminates a contract with an eligible Title IV institution; or o The servicer buys, sells, or merges with another third-party servicer. The initial submission of this form will identify the College’s name, OPE ID, Service Start Date, and Service End Date, as required;
Representations by the Consultant. The Consultant represents and warrants:
(a) The Consultant has received, read and understands ONTC’s Requirements and will comply with ONTC’s Requirements;
(b) the Consultant has the financial means to meet its obligations to its employees and subcontractors and to perform the Services;
(c) the Consultant has at its disposal and will continue to have throughout the term of this Agreement sufficient competent Personnel and equipment in good working order to perform the Services as required by the terms of this Agreement and the Personnel it assigns to perform the Services, whether directly or through subcontractors, have substantial knowledge and experience with the work required;
(d) the Consultant possesses all licenses, approvals, permits, registrations, professional designations and memberships necessary to perform the Services; and
(e) there are no pending, threatened, or anticipated claims or litigation against Consultant or other circumstances that would have a material effect on the financial ability of the Consultant to perform the Services.
Representations by the 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 the Consultant. The Consultant hereby represents and warrants as follows:
7.1 There is no limitation and/or restriction in any agreement to which he is party, or by which he is bound, on his ability to enter into this Agreement and/or to enter into a business relationship with the Company in accordance with the provisions of this Agreement (including, without limitation, in any prior employment and/or consulting agreement entered into by Consultant).
7.2 The Consultant will exercise reasonable care and diligence to prevent, and will not take, any action which could result in a conflict with, or be prejudicial to, the interests of the Company.
7.3 In rendering the Consulting Services, the Consultant shall be deemed to be, and he expressly agrees and confirms that he is, an independent contractor, and neither this Agreement nor the performance of any of the terms hereof shall be deemed to constitute or create any other relationship between the Consultant and the Company. The Consultant shall not be considered as an agent or legal representative of the Company for any purpose whatsoever.
7.4 Unless specifically authorized by the Designee, the Consultant is not granted and shall not exercise the right or authority to assume or create any obligation or responsibility on behalf of or in the name of the Company, including without limitation, contractual obligations and obligations based on warranties or guarantees.
7.5 Consultant shall not, during the Term of Agreement and at any time thereafter, contact or communicate any of the Companies employees, consultants, advisors, officers or any other personnel of the Company, without the prior written consent of the Designee. Any contact or communication by Consultant shall only be made through Designee
7.6 Consultant further agrees that he will not, during the Term of Agreement and at any time thereafter, make any voluntary statements, written or verbal, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the reputation, business practices or conduct of the Company.
Representations by the Consultant. The Consultant represents and warrants to the Company that (i) he is not a party to, or bound by, any agreement or commitment, or subject to any restriction, including but not limited to agreements related to previous consulting engagements or employment containing confidentiality or noncompete covenants, which adversely affects or conflicts with the Consultant's ability to enter into or perform his duties under this Agreement; (ii) there is no impediment to his being accessible and available, with reasonable notice, to the Company to perform his duties under this Agreement; and (iii) he is not currently engaged in any activity described in Section 8 below.
Representations by the Consultant. The Consultant hereby represents and warrants to the Company that (a) the Consultant's execution and delivery of this Agreement and the performance of its duties and obligations hereunder will not conflict with, or cause a default under, or give any party a right to damages under or to terminate, any other agreement to which the Consultant is a party or by which it is bound, (b) there are no agreements or understandings that would make unlawful the Consultant's execution or delivery of this Agreement or the performance of the services contemplated hereunder, and (c) the attached Disclosure form is true and correct and that no officer, director or employee of the Consultant has been convicted, indicted, arrested or named as an indicted co-conspirator in any crime or other act that would materially jeopardize the Company's ability to maintain its gaming licenses in good standing.
