Common use of Service Provider Representations, Warranties and Covenants Clause in Contracts

Service Provider Representations, Warranties and Covenants. The Service Provider represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Service Provider before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Service Provider, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Service Provider provides the Services applies, it is registered and in good standing in accordance with such legislation; (c) it has the Rights to any and all Intellectual Property used or to be used to perform the Services and it shall undertake all necessary and prudent Intellectual Property and other searches and shall make any other reasonable inquiries that are necessary to ensure that the Services provided to AHS shall not infringe or violate any Intellectual Property Rights of any third party and shall not otherwise breach Applicable Laws; (d) this Agreement constitutes a legal, valid and binding obligation of the Service Provider enforceable against it in accordance with its terms; (e) the Service Provider, its agents and representatives have not offered gratuities (in the form of entertainment, gifts (monetary and non-monetary) or other inducements) to any officer, director, employee or contractor of AHS, or any other person connected to AHS, with a view toward securing this Agreement or securing favourable treatment with respect to the awarding or amending, or the making of any determinations with respect to this Agreement, nor has the Service Provider directly or indirectly, paid any contingency fee for the solicitation, negotiation or obtaining of this Agreement to any person other than an employee of the Service Provider acting in the normal course of the employee’s duties; (f) that the Service Provider has the experience, skill, ability and capacity to perform the Services, including ensuring equipment inventory management is adequate for the level of Service under this Agreement; (g) the Deliverables are and shall be free of all encumbrances, liens, Claims, demands, security interests, restrictions, options or adverse Claims of any kind or character whatsoever; (h) the Service Provider has the absolute right to make the assignments of the right, title and interest in and to the Deliverables contemplated in this Agreement; and (i) the Services shall be: (i) provided in a conscientious, professional manner, with reasonable skill, care and diligence, all in accordance with industry standards and otherwise in accordance with this Agreement; (ii) provided by Staff who: a. are qualified and competent and have the appropriate skills and experience to perform the duties assigned to them, and b. hold all required licenses, certificates and permits to perform the Services. Each Practitioner must hold licensure with any applicable regulatory body to perform the Services without restrictions or supervision; and (iii) performed using equipment, which is in good condition, suitable for the use being made, and which has received such approvals and licenses as are required for proper operation in accordance with Applicable Laws, regulatory authorities and the manufacturer, where applicable; and (j) the Service Provider will, at all times, comply with Article 7, Compliance and Clinical Requirements.

Service Provider Representations, Warranties and Covenants. ‌ The Service Provider represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Service Provider before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Service Provider, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Service Provider provides the Services applies, it is registered and in good standing in accordance with such legislation; (c) it has the Rights to any and all Intellectual Property used or to be used to perform the Services and it shall undertake all necessary and prudent Intellectual Property and other searches and shall make any other reasonable inquiries that are necessary to ensure that the Services provided to AHS shall not infringe or violate any Intellectual Property Rights of any third party and shall not otherwise breach Applicable Laws; (d) this Agreement constitutes a legal, valid and binding obligation of the Service Provider enforceable against it in accordance with its terms; (e) the Service Provider, its agents and representatives have not offered gratuities (in the form of entertainment, gifts (monetary and non-monetary) or other inducements) to any officer, director, employee or contractor of AHS, or any other person connected to AHS, with a view toward securing this Agreement or securing favourable treatment with respect to the awarding or amending, or the making of any determinations with respect to this Agreement, nor has the Service Provider directly or indirectly, paid any contingency fee for the solicitation, negotiation or obtaining of this Agreement to any person other than an employee of the Service Provider acting in the normal course of the employee’s duties; (f) that the Service Provider has the experience, skill, ability and capacity to perform the Services, including ensuring equipment inventory management is adequate for the level of Service under this Agreement; (g) the Deliverables are and shall be free of all encumbrances, liens, Claims, demands, security interests, restrictions, options or adverse Claims of any kind or character whatsoever; (h) the Service Provider has the absolute right to make the assignments of the right, title and interest in and to the Deliverables contemplated in this Agreement; and (i) the Services shall be: (i) provided in a conscientious, professional and workmanlike manner, with reasonable skill, care and diligence, all in accordance with industry standards and otherwise in accordance with this Agreement; (ii) provided by Staff who: a. who are qualified and competent and have the appropriate skills and experience to perform the duties assigned to them, and b. hold all required licenses, certificates and permits to perform the Services. Each Practitioner must hold licensure with any applicable regulatory body to perform the Services without restrictions or supervision; and; (iii) performed using equipment, equipment which is in good condition, suitable for the use being made, and which has received such approvals and licenses as are required for proper operation in accordance with Applicable Laws, regulatory authorities and the manufacturer, where applicable; and (j) the Service Provider will, at all times, comply with Article 7, Compliance and Clinical Requirements.

Service Provider Representations, Warranties and Covenants. The Service Provider represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Service Provider before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Service Provider, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Service Provider provides the Services applies, it is registered and in good standing in accordance with such legislation; (c) it has the Rights to any and all Intellectual Property used or to be used to perform the Services and it shall undertake all necessary and prudent Intellectual Property and other searches and shall make any other reasonable inquiries that are necessary to ensure that the Services provided to AHS shall not infringe or violate any Intellectual Property Rights of any third party and shall not otherwise breach Applicable Laws; (d) this Agreement constitutes a legal, valid and binding obligation of the Service Provider enforceable against it in accordance with its terms; (e) the Service Provider, its agents and representatives have not offered gratuities (in the form of entertainment, gifts (monetary and non-monetary) or other inducements) to any officer, director, employee or contractor of AHS, or any other person connected to AHS, with a view toward securing this Agreement or securing favourable treatment with respect to the awarding or amending, or the making of any determinations with respect to this Agreement, nor has the Service Provider directly or indirectly, paid any contingency fee for the solicitation, negotiation or obtaining of this Agreement to any person other than an employee of the Service Provider acting in the normal course of the employee’s duties; (f) that the Service Provider has the experience, skill, ability ability, and capacity to perform the Services, including ensuring equipment inventory management is adequate for to meet the level of Service under this AgreementLevel Expectations; (g) the Deliverables are and shall be free of all encumbrances, liens, Claims, demands, security interests, restrictions, options or adverse Claims of any kind or character whatsoever; (h) the Service Provider has the absolute right to make the assignments of the right, title and interest in and to the Deliverables contemplated in this Agreement; and (i) the Services shall be: (i) provided in a conscientious, professional manner, with reasonable skill, care and diligence, all in accordance with industry standards and otherwise in accordance with this Agreement; (ii) provided by Staff who: a. are qualified and competent and have the appropriate skills and experience to perform the duties assigned to them, and b. hold all required licenses, certificates and permits to perform the Services. Each Practitioner must hold licensure with any applicable regulatory body to perform the Services without restrictions or supervision; and (iii) performed using equipment, which is in good condition, suitable for the use being made, and which has received such approvals and licenses as are required for proper operation in accordance with Applicable Laws, regulatory authorities and the manufacturer, where applicable; and (j) the Service Provider will, at all times, comply with Article 7, Compliance and Clinical Requirements.

Service Provider Representations, Warranties and Covenants. ‌ The Service Provider represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Service Provider before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Service Provider, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Service Provider provides the Services applies, it is registered and in good standing in accordance with such legislation;; CPSM COPY (c) it has the Rights to any and all Intellectual Property used or to be used to perform the Services and it shall undertake all necessary and prudent Intellectual Property and other searches and shall make any other reasonable inquiries that are necessary to ensure that the Services provided to AHS shall not infringe or violate any Intellectual Property Rights of any third party and shall not otherwise breach Applicable Laws; (d) this Agreement constitutes a legal, valid and binding obligation of the Service Provider enforceable against it in accordance with its terms; (e) the Service Provider, its agents and representatives have not offered gratuities (in the form of entertainment, gifts (monetary and non-monetary) or other inducements) to any officer, director, employee or contractor of AHS, or any other person connected to AHS, with a view toward securing this Agreement or securing favourable treatment with respect to the awarding or amending, or the making of any determinations with respect to this Agreement, nor has the Service Provider directly or indirectly, paid any contingency fee for the solicitation, negotiation or obtaining of this Agreement to any person other than an employee of the Service Provider acting in the normal course of the employee’s duties; (f) that the Service Provider has the experience, skill, ability and capacity to perform the Services, including ensuring equipment inventory management is adequate for the level of Service under this Agreement; (g) the Deliverables are and shall be free of all encumbrances, liens, Claims, demands, security interests, restrictions, options or adverse Claims of any kind or character whatsoever; (h) the Service Provider has the absolute right to make the assignments of the right, title and interest in and to the Deliverables contemplated in this Agreement; and (i) the Services shall be: (i) provided in a conscientious, professional and workmanlike manner, with reasonable skill, care and diligence, all in accordance with industry standards and otherwise in accordance with this Agreement; (ii) provided by Staff who: a. who are qualified and competent and have the appropriate skills and experience to perform the duties assigned to them, and b. hold all required licenses, certificates and permits to perform the Services. Each Practitioner must hold licensure with any applicable regulatory body to perform the Services without restrictions or supervision; and; (iii) performed using equipment, equipment which is in good condition, suitable for the use being made, and which has received such approvals and licenses as are required for proper operation in accordance with Applicable Laws, regulatory authorities and the manufacturer, where applicable; and (j) the Service Provider will, at all times, comply with Article 7, Compliance and Clinical Requirements.

Service Provider Representations, Warranties and Covenants. The Service Provider represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Service Provider before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Service Provider, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Service Provider provides the Services applies, it and the Operators is registered and in good standing in accordance with such legislation, or is exempt; (c) it has the Rights to any and all Intellectual Property used or to be used to perform the Services and it shall undertake all necessary and prudent Intellectual Property and other searches and shall make any other reasonable inquiries that are necessary to ensure that the Services provided to AHS shall not infringe or violate any Intellectual Property Rights of any third party and shall not otherwise breach Applicable Laws; (d) this Agreement constitutes a legal, valid and binding obligation of the Service Provider enforceable against it in accordance with its terms; (e) the Service Provider, its agents and representatives have not offered gratuities (in the form of entertainment, gifts (monetary and non-monetary) or other inducements) to any officer, director, employee or contractor of AHS, or any other person connected to AHS, with a view toward securing this Agreement or securing favourable treatment with respect to the awarding or amending, or the making of any determinations with respect to this Agreement, nor has the Service Provider directly or indirectly, paid any contingency fee for the solicitation, negotiation or obtaining of this Agreement to any person other than an employee of the Service Provider or the Operators acting in the normal course of the employee’s duties; (f) that the Service Provider has and the Operators have the experience, skill, ability and capacity to perform the Services, including ensuring equipment inventory management is adequate for the level of Service under this Agreement; (g) the Deliverables are and shall be free of all encumbrances, liens, Claims, demands, security interests, restrictions, options or adverse Claims of any kind or character whatsoever; (h) the Service Provider has the absolute right to make the assignments of the right, title and interest in and to the Deliverables contemplated in this Agreement; and (i) the Services shall be: (i) provided in a conscientious, professional manner, with reasonable skill, care and diligence, all in accordance with industry standards and otherwise in accordance with this Agreement; (ii) provided by Staff who: a. are qualified and competent and have the appropriate skills and experience to perform the duties assigned to them, and b. hold all required licenses, certificates and permits to perform the Services. Each Practitioner must hold licensure with any applicable regulatory body to perform the Services without restrictions or supervision; and (iii) performed using equipment, which is in good condition, suitable for the use being made, and which has received such approvals and licenses as are required for proper operation in accordance with Applicable Laws, regulatory authorities and the manufacturer, where applicable; and (j) the Service Provider will, at all times, comply with Article 7, Compliance and Clinical Requirements.

Service Provider Representations, Warranties and Covenants. The Service Provider represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) except as disclosed to AHS, there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Service Provider before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Service Provider, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Service Provider provides the Services applies, it is registered and in good standing in accordance with such legislation; (c) it has the Rights to any and all Intellectual Property used or to be used to perform the Services and it shall undertake all necessary and prudent Intellectual Property and other searches and shall make any other reasonable inquiries that are necessary to ensure that the Services provided to AHS shall not infringe or violate any Intellectual Property Rights of any third party and shall not otherwise breach Applicable Laws; (d) this Agreement constitutes a legal, valid and binding obligation of the Service Provider enforceable against it in accordance with its terms; (e) the Service Provider, its agents and representatives have not offered gratuities (in the form of entertainment, gifts (monetary and non-monetary) or other inducements) to any officer, director, employee or contractor of AHS, or any other person connected to AHS, with a view toward securing this Agreement or securing favourable treatment with respect to the awarding or amending, or the making of any determinations with respect to this Agreement, nor has the Service Provider directly or indirectly, paid any contingency fee for the solicitation, negotiation or obtaining of this Agreement to any person other than an employee of the Service Provider acting in the normal course of the employee’s duties; (fe) that the Service Provider has the experience, skill, ability and capacity to perform the Services, including ensuring equipment inventory management is adequate for the level of Service under this Agreement; (gf) the Deliverables are and shall be free of all encumbrances, liens, Claims, demands, security interests, restrictions, options or adverse Claims of any kind or character whatsoever; (hg) the Service Provider has the absolute right to make the assignments of the right, title and interest in and to the Deliverables contemplated in this Agreement; and (ih) the Services shall be: (i) provided in a conscientious, professional manner, with reasonable skill, care and diligence, all in accordance with industry standards and otherwise in accordance with this Agreement; (ii) provided by Staff who: a. are qualified and competent and have the appropriate skills and experience to perform the duties assigned to them, and b. hold all required licenses, certificates and permits to perform the Services. Each Practitioner must hold licensure with any applicable regulatory body to perform the Services without restrictions or supervision; and (iii) performed using equipment, which is in good condition, suitable for the use being made, and which has received such approvals and licenses as are required for proper operation in accordance with Applicable Laws, regulatory authorities and the manufacturer, where applicable; and (ji) the Service Provider will, at all times, comply with Article 7, Compliance and Clinical Requirements.