Continuing Representation Sample Clauses
A Continuing Representation clause requires a party to affirm that certain statements or conditions remain true throughout the duration of an agreement, not just at the time the contract is signed. In practice, this means that if a party's circumstances change—such as a change in legal status, financial condition, or compliance with laws—they must promptly notify the other party or risk breaching the contract. This clause ensures ongoing accuracy and reliability of key information, helping to prevent disputes and manage risk by obligating parties to keep each other informed of material changes.
Continuing Representation. The representations and warranties of Buyer herein contained shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of that date.
Continuing Representation. The parties acknowledge and agree that prior to the Closing, McAfee & ▇▇▇▇ A Professional Corporation (“Sellers’ Counsel”) has represented Sellers and the Company. Sellers’ Counsel (or any successor) may serve as counsel to Sellers or any director, member, partner, officer, employee, or Affiliate of any Seller, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate that it controls to consent to waive any conflict of interest arising from such representation. Without limiting the generality of the foregoing, if subsequent to the Closing any dispute arises relating in any manner to this Agreement or any other agreement between a Seller or Sellers on one hand and Buyer or its Affiliates (including the Company) on the other hand, relating in any manner to this Agreement or any of the transactions contemplated herein (a “Dispute”), Buyer hereby consents to Sellers’ Counsel’s representation of such Seller or Sellers in such Dispute. As to any privileged attorney client communications between Sellers’ Counsel and any Seller or any officer, director, manager, or partner of any Seller or the Company prior to the Closing Date relating exclusively to the transactions contemplated hereby (collectively, the “Privileged Communication”), Buyer and the Company together with any of their respective Affiliates, subsidiaries, successors, or assigns, agree that such Privileged Communication shall be retained by and shall be controlled by Sellers.
Continuing Representation. 15 Section 4. DESTRUCTION OF ASSETS . . . . . . . . . . . . . 15 Section 5. COVENANTS . . . . . . . . . . . . . . . . . . . 16 Section 6. CONFIDENTIALITY . . . . . . . . . . . . . . . . 16 Section 7. EXPENSES. . . . . . . . . . . . . . . . . . . . 17 Section 8. NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS: ENTIRE AGREEMENT. . . 17
Continuing Representation. Any certificate signed by any officer of the Company or any Subsidiary delivered to KCA or to counsel for KCA pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to KCA as to the matters covered thereby.
Continuing Representation. No representation, warranty, or statement of Seller in this Agreement or in any document, certificate, schedule, or other matter furnished or to be furnished to Buyer pursuant thereto or in connection with the transaction contemplated in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements or facts contained herein and therein not misleading.
Continuing Representation. It is understood by Attorney that the duty to represent an assigned Defendant continues until the case is terminated by dismissal, acquittal, sentencing, or satisfaction of appeal except that Attorney will be required to continue to represent Defendant for any restitution or other hearing set at the time of sentencing. The date that a case is assigned to the Attorney will be the sole factor in determining an Attorney's continuing obligation to provide legal representation under this Agreement. The obligation to provide legal representation in a case under this Agreement will continue until a case is closed regardless of the length of time necessary to complete the case after the A greement is terminated. In the event Attorney's Agreement expires and is not renewed at the end of the Agreement period, or if for any other reason it is terminated by either party to this Agreement, then Attorney must remain obligated to provide legal representation and to report to the Court in all cases assigned during the Agreement year, or assigned up to the date the Agreement was terminated. Attorney further understands that some cases will not so terminate until after the expiration date of this Agreement or termination of Agreement, and that Attorney is obligated to provide continued representation to assigned defendants until their cases are terminated as described in this paragraph.
Continuing Representation. The term of this agreement shall be effective immediately upon execution and will continue through and including one calendar year from date of execution. This agreement shall automatically renew each year on date of execution unless either party to this agreement cancels this agreement by giving at least thirty (30) days’ notice in writing to the other party whereupon this agreement will be cancelled upon the expiration of the thirty-day (or longer) period after receipt of the notice of cancellation. The agreement may be cancelled at any time by mutual consent.
Continuing Representation. ABC further represents and warrants to the Government that the representations and warranties set out in Clause 15.1 shall remain true and correct and shall survive and continue to have full force aand effect until completion of this Agreement.
Continuing Representation. The Company will continue to provide you legal counsel at the Company's expense to defend your interests in In re International Textile Group, Inc. Merger Litigation, C.A. No. 2009-CP-23-3346 (State of South Carolina, County of Greenville) (the "Lawsuit"), until the Lawsuit has been finally settled and the settlement fully consummated.
Continuing Representation. It is understood by Attorney that the duty to represent an assigned Defendant continues until the case is terminated by dismissal, acquittal, sentencing, or satisfaction of appeal except that Attorney will be required to continue to represent Defendant for any restitution or other hearing set at the time of sentencing. The date that a case is assigned to the Attorney will be the sole factor in determining an Attorney's continuing obligation to provide legal representation under this Agreement. The obligation to provide legal representation in a case under this Agreement will continue until a case is closed regardless of the length of time necessary to complete the case after the Agreement is terminated. In the event Attorney's Agreement expires and is not renewed at the end of the Agreement period, or if for any other reason it is terminated by either party to this Agreement, then Attorney must remain obligated to provide legal representation and to report to the Court in all cases assigned