CONTINUING INTEGRITY Clause Samples

The Continuing Integrity clause ensures that certain obligations, representations, or warranties made under an agreement remain valid and enforceable throughout the duration of the contract, and sometimes even after its termination. In practice, this clause may require parties to maintain specific standards, such as compliance with laws or the accuracy of information provided, for as long as the agreement is in effect. Its core function is to maintain trust and accountability between parties by ensuring that key commitments are upheld continuously, thereby reducing the risk of breaches or disputes arising from lapses in compliance or integrity.
CONTINUING INTEGRITY. The CONSULTANT shall at all times during the Contract Term remain responsive and responsible. The CONSULTANT shall also monitor each subconsultant or subcontractor for responsiveness and responsibility at all times during the Contract Term. The CONSULTANT agrees, if requested by the President of DASNY or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. The CONSULTANT shall immediately notify DASNY of any material or adverse information pertaining to the CONSULTANT or any subconsultant, regardless of tier. The President of DASNY or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls in to question the responsibility of the CONSULTANT. In the event of such suspension, the CONSULTANT will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the CONSULTANT shall comply with the terms of the suspension order. CONSULTANTing Services may resume at such time as the President of DASNY or his or her designee issues a written notice authorizing a resumption of performance under this Contract. Notwithstanding any other provision of this Contract, upon written notice to the CONSULTANT, and a reasonable opportunity to be heard with the appropriate DASNY officials or staff, the Contract may be terminated by the President of DASNY or his or her designee at the CONSULTANT’s expense where the CONSULTANT is determined by the President of DASNY or his or her designee to be non-responsible. In such event, the President of DASNY or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for the breach. In selecting a subcontractor, the CONSULTANT shall consider whether the proposed subcontractor appears on any list of entities debarred or suspended from doing business with a government entity, including the current list of companies or individuals that have been declared ineligible to receive Federal contracts published by the System for Award Management. The CONSULTANT shall not subcontract with any entity on the “List of Employers Ineligible To Bid On Or Be Awarded Any Public Contract”, published by the NYS Department of Labor Bureau of Public Work. T...
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CONTINUING INTEGRITY. ‌ 10.6.1 The Professional shall, at all times during the Term Contract for Professional Services term, remain responsive and responsible. The Professional shall also monitor all Subconsultants and Subcontractors for responsiveness and responsibility at all times during the Contract term. The Professional agrees, if requested by the President of Owner or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. The Professional shall immediately notify Owner of any material or adverse information pertaining to the Professional or any Subconsultant or Subcontractor, regardless of tier. 10.6.2 The President or Owner or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this Term Contract for Professional Services, at any time, when he or she discovers information that calls in to question the responsibility of Professional. In the event of such suspension, Professional will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, Professional shall comply with the terms of the suspension order. Contract activity may resume at such time as the President of Owner or his or her designee issues a written notice authorizing a resumption of performance under the Term Contract for Professional Services. 10.6.3 Notwithstanding any other provision of this Term Contract for Professional Services, upon written notice to Professional, and a reasonable opportunity to be heard with the appropriate Owner officials or staff, the Term Contract for Professional Services may be terminated by the President of Owner or his or her designee at Professional’s expense where Professional is determined by the President of Owner or his or her designee to be non-responsible. In such event, the President of Owner or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for the breach.
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CONTINUING INTEGRITY. 1) CONSULTANT shall at all times during the Contract term remain responsible. CONSULTANT agrees, if requested by the President of OWNER or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. 2) The President of OWNER or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls into question the responsibility of the CONSULTANT. In the event of such suspension, CONSULTANT will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, CONSULTANT must comply with the terms of the suspension order. Contract activity may resume at such time as the President of OWNERr or his or her designee issues a written notice authorizing a resumption of performance under the Contract. 3) Notwithstanding any other provision of this Contract, upon written notice to CONSULTANT, and a reasonable opportunity to be heard with the appropriate OWNER officials or staff, the Contract may be terminated by the President of OWNER or his or her designee at the CONSULTANT’s expense where the CONSULTANT is determined by the President of OWNER or his or her designee to be non-responsible. In such event, the President of OWNER or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.
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CONTINUING INTEGRITY. 21.1 The Professional shall at all times during the Contract term remain responsible. the Professional agrees, if requested by the President of the Owner or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. 21.2 The President of the Owner or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls in to question the responsibility of the Professional. In the event of such suspension, the Professional will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Professional shall comply with the terms of the suspension order. Contract activity may resume at such time as the President of the Owner or his or her designee issues a written notice authorizing a resumption of performance under the Contract. 21.3 Notwithstanding any other provision of this Contract, upon written notice to the Professional, and a reasonable opportunity to be heard with the appropriate Owner officials or staff, the Contract may be terminated by the President of the Owner or his or her designee at the Professional’s expense where the Professional is determined by the President of the Owner or his or her designee to be non-responsible. In such event, the President of the Owner or his or her designee may complete the contractual
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Related to CONTINUING INTEGRITY

  • Legal Existence, Etc Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its legal existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly‑owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Replacement of Key Personnel The Engineer must notify the State in writing as soon as possible, but no later than three business days after a project manager or other key personnel is removed from association with this contract, giving the reason for removal.

  • Existence, Etc Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

  • Alignment with Modernization Foundational Programs and Foundational Capabilities The activities and services that the LPHA has agreed to deliver under this Program Element align with Foundational Programs and Foundational Capabilities and the public health accountability metrics (if applicable), as follows (see Oregon’s Public Health Modernization Manual, (▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/oha/PH/ABOUT/TASKFORCE/Documents/public_health_modernization_man ual.pdf): a. Foundational Programs and Capabilities (As specified in Public Health Modernization Manual) b. The work in this Program Element helps Oregon’s governmental public health system achieve the following Public Health Accountability Metric, Health Outcome Measure: c. The work in this Program Element helps Oregon’s governmental public health system achieve the following Public Health Accountability Metric, Local Public Health Process Measure: