Successful Respondent. Successful Respondent represents, warrants, and covenants to DIR that:
(i) It is a corporation duly incorporated, validly existing, and in good standing under the Laws of its state of incorporation;
(ii) It has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement;
(iii) Except as otherwise provided in Section 4.15 Required Consents, it has obtained all licenses, authorizations, approvals, consents, or permits required to perform its obligations under this Agreement under all applicable federal, state, or local Laws and under all applicable rules and regulations of all authorities having jurisdiction over the Services, including under all applicable Laws of the State;
(iv) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such Party;
(v) The execution, delivery and performance of this Agreement shall not constitute a violation of any judgment, order or decree; a material default under any material contract by which it or any of its material assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default; and
(vi) As of the Effective Date, there is, to Successful Respondent’s knowledge, no pending claim, suit, or proceeding against or affecting Successful Respondent or any of its Affiliates or Subcontractors that would reasonably be expected to adversely affect Successful Respondent’s ability to perform and fulfill its obligations under this Agreement including, without limitation, actions pertaining to the proprietary rights described in Sections 8.4 Intellectual Property and 8.5. Non-Infringement Successful Respondent shall notify DIR within fifteen (15) days of Successful Respondent’s knowledge of any such claim, suit, or proceeding. Without limiting the terms of Section 6.1.2 Disclosure of Confidential Information item 4, Successful Respondent shall notify DIR, within forty-eight (48) hours, if process is served on Successful Respondent in connection with this Agreement where such matter may affect the Services or a Party's rights including any subpoena for Successful Respondent’s records, and shall send a written notice of the service together with a copy of the same to DIR within seventy-two (72) hours of such service
Successful Respondent. Owned Materials shall remain the property of Successful Respondent. The rights and obligations of DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) with respect to such Successful Respondent Owned Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.6 Ongoing DIR Rights.
Successful Respondent. Owned Materials to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designees.
Successful Respondent. Personnel Are Not State, DIR, or DIR Customer Employees
Successful Respondent s Experience and Qualifications 1
Successful Respondent. Personnel Are Not State, DIR, or DCS Customer Employees The Parties intend to create an independent contractor relationship and nothing in this Agreement shall operate or be construed as making the State, DIR, any DCS Customer and Successful Respondent partners, joint venturers, principals, joint employers, agents or employees of or with the other. No officer, director, employee, agent, affiliate, contractor or subcontractor retained by Successful Respondent to perform work hereunder shall be deemed to be an officer, director, employee, agent, affiliate, contractor, or subcontractor of the State, DIR, or any DCS Customer for any purpose. Successful Respondent, not the State, DIR, or the DCS Customers, has the right, power, authority, and duty to supervise and direct the activities of the Successful Respondent Personnel and to compensate such Successful Respondent Personnel for any work performed by them hereunder. Successful Respondent, and not the State, DIR or the DCS Customers, shall be responsible and therefore solely liable for all acts and omissions of Successful Respondent Personnel associated or related in any manner with this Agreement, the Services, DIR Facilities, Successful Respondent Facilities, DIR Confidential Information, or Equipment, including acts and omissions constituting negligence, gross negligence, willful misconduct, and/or fraud.
Successful Respondent. Section 8.7 Certifications, Section 8.8 Inducements; DIR Code of Ethics, Section 8.9
Successful Respondent. Successful Respondent represents, warrants, and covenants to DIR that:
(i) It is a corporation or partnership duly incorporated, validly existing, and in good standing under the Laws of its state of incorporation or partnership;
(ii) It has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement;
Successful Respondent. Insolvency Subject to relevant law, DIR may terminate this CTSA if Successful Respondent:
a) makes an assignment for the benefit of all or substantially all of its creditors;
b) admits in writing its inability to pay its debts generally as they become due, including passing a resolution for voluntary liquidation;
c) consents to or is subject to the appointment of a receiver, trustee, manager, or liquidator over all or any part of its property;
d) becomes or is declared insolvent or is the subject of any bona fide proceedings related to its liquidation, administration, provisional liquidation, insolvency, or the appointment of a receiver or similar officer for it; or
e) enters into an agreement or arrangement for the composition, extension, or readjustment of substantially all of its obligations or any class of such obligations.
Successful Respondent. Personnel Are Not State, DIR, or DCS Customer Employees