Representations, Warranties and Covenants of Consultant a. Consultant represents and warrants that Consultant has the requisite expertise, ability and legal right to render the Services and ability to enter into this Agreement, shall perform the Services in an efficient, professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner in accordance with the terms of this Agreement. Consultant represents and warrants that entering into this Agreement and his or her performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Consultant is subject.
b. Consultant shall abide by all laws, rules and regulations that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in any other government payment program; (ii) listed on the General Services Administration’s List of parties Excluded from Federal Procurement and Nonprocurement Programs; or (iii) debarred under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above. Consultant further represents and warrants that Consultant does not and will not use in any capacity the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth above, during the Term, Consultant agrees to immediately notify Pacira, and this Agreement shall automatically terminate as of the date of such exclusion or debarment, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Services, Consultant shall be responsible for Consultant’s own compliance with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (e...
Representations, Warranties and Covenants of Consultant. Consultant represents, warrants, and covenants to the Company, with the understanding the Company is relying upon such representations, warranties, and covenants, that:
(a) Consultant is a limited liability company duly organized, and validly existing under the laws of the State of Delaware;
(b) Consultant is duly qualified to carry out its business, and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualifications necessary, except where failure to be duly qualified or in good standing, would not have a material adverse effect on its business or operations and of its ability to fulfill its duties, responsibilities or obligations hereunder;
(c) Consultant has the full right, power, and authority, and has taken all limited liability company action necessary, to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity;
(d) The execution and delivery of this Agreement and the performance by Consultant of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Consultant; and
(e) All information supplied by Consultant or its agents to the Company or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading.
(f) Consultant has all rights necessary to sublicense the Consultant’s Trademarks to the Company.
Representations, Warranties and Covenants of Consultant. The Consultant represents, warrants, and covenants to the Company, each such representation, warranty and covenant being deemed to be material, that:
A. All services provided hereunder shall be performed in accordance of all applicable Federal, State, and local laws and executive orders.
B. The Consultant has not been and is not currently under indictment or under investigation by any state or federal agency or law enforcement authority and will promptly notice the Company if the Consultant should become the subject of such an indictment or investigation.
C. Services under this agreement will be timely performed.
D. With respect to all works of authorship created by the Consultant in the performance of services under this
Representations, Warranties and Covenants of Consultant. Consultant hereby represents and Warrants as of the date hereof each of the following:
(a) Consultant has the requisite power and authority to enter into this agreement and to carry out its obligations hereunder. The execution and delivery of this agreement by Consultant and the consummation by Consultant of the transactions contemplated hereby have been duly authorized by Consultant, and no other action on the part of Consultant is necessary to authorize this agreement in such transactions. This agreement has been duly executed and delivered by Consultant and constitutes a valid and binding obligation of Consultant, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally by general principles of equity.
(b) Consultant agrees that, in connection with providing the Services hereunder, Consultant shall not make any misstatement of a material fact or omit to state any material fact necessary to make any statement made by Consultant, in connection with providing the Services, not misleading.
(c) Consultant has not entered into any contract or other arrangement, or made any commitment that will or may impair Consultant's ability to perform its Services hereunder, and agrees that it will not enter into any such contract or arrangement.
(d) Consultant agrees, to the best of its knowledge, not to use or disclose to the Company, or induce the Company to use, any confidential or proprietary information, material or rights of any third party. Consultant hereby indemnifies, defends and holds the Company harmless from or against any claim, judgment or expense arising in any way out of any claim of third parties regarding a breach by Consultant of any of the representations and warranties set forth in this Section.
Representations, Warranties and Covenants of Consultant. Consultant represents and warrants to INTERCEPT that Consultant is duly authorized to enter into, execute and deliver this Agreement, and to carry out and otherwise perform his obligations hereunder. There are not as of the Effective Date, nor have there been over the six (6) month period immediately preceding the Effective Date, any claims, lawsuits, arbitrations, legal or administrative or regulatory proceedings, charges, complaints or investigations by any Regulatory Authority (except in the ordinary course of the granting of patents and proceedings relating thereto) or other third party against Consultant;
Representations, Warranties and Covenants of Consultant. Consultant hereby represents and warrants that the Consultant has the requisite power and authority to enter into this agreement and to carry out its obligations hereunder. The execution and de1ivery of this agreement by consultant of the consummation by Consultant of the transactions contemplated hereby have been duly authorized by Consultant, and no other action on the part of Consultant is necessary to authorize this agreement in such transactions. This agreement has been duly executed and delivered by Consultant and constitutes a valid and binding obligation of Consu1tant, enforceab1e in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors' rights generally by general principles of equity.
Representations, Warranties and Covenants of Consultant. Consultant represents, warrants and covenants as follows:
(a) Consultant shall exercise reasonable skill, care, and diligence in the performance of the Services on a best-effort basis and shall carry out its responsibilities in accordance with customarily accepted practices within Consultant's industry.
(b) This Agreement does not conflict with or constitute a breach of or default under any law, regulation, or judicial or administrative order to which Consultant is subject, or any material contract or agreement to which Consultant is a party.
(c) Consultant is not in material violation of any statute, ordinance, rule, regulation, order, or decree of any federal, state, local, or foreign governmental agency, court or authority having jurisdiction over it or over any part of it, its business, or its assets, which material default or violation would have an adverse effect on its ability to perform this Agreement.
Representations, Warranties and Covenants of Consultant.
a. Consultant represents, warrants and covenants to the Company that during the Company’s retention of Consultant, (i) he will comply with the provisions of Sections 6 and 7 of this Agreement and (ii) Consultant has not entered into, and agrees not to enter into, any oral or written agreement in conflict herewith.
b. Consultant covenants to the Company that during the Company’s retention of Consultant (i) he agrees to continue to be bound by the Company’s Code of Business Conduct and Ethics as currently in effect and as the same may be amended, revised, supplemented or replaced from time to time; and (ii) he will not, directly or indirectly recruit, solicit or induce, or attempt to induce, any employee, consultant or vendor of the Company or its affiliates to terminate employment or any other relationship with the Company or its affiliates, as the case may be.
Representations, Warranties and Covenants of Consultant. Consultant represents and warrants that it is exempt or otherwise excused from registration as a broker-dealer under the laws of each applicable jurisdiction, including the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the securities laws of any applicable state.
Representations, Warranties and Covenants of Consultant. The Consultant hereby represents, warrants and covenants to the Company as follows:
(a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he is bound.
(b) Consultant has the full right, power and legal capacity to enter and deliver this Agreement, as applicable, and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Consultant enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for Consultant to execute and deliver this Agreement, as applicable, or perform his duties and other obligations hereunder.
