INFORM INVESTORS OF ANY SUCH INTEREST UPON BECOMING AWARE OF SUCH CONFLICT.
(B)
PROVIDER REPRESENTS, WARRANTS, AND AGREES THAT:
(I)
NO ABUSE OF AUTHORITY FOR FINANCIAL GAIN. THAT NEITHER PROVIDER,
NOR ANY OF ITS AFFILIATES, NOR ANY EMPLOYEE OF EITHER, HAS USED OR SHALL USE ANY
INVESTORS CONFIDENTIAL INFORMATION ACQUIRED IN THE PERFORMANCE OF THE AGREEMENT
TO OBTAIN FINANCIAL GAIN FOR PROVIDER, OR ANY SUCH AFFILIATE OR EMPLOYEE, OR A
MEMBER OF THE IMMEDIATE FAMILY OF ANY SUCH EMPLOYEE, OTHER THAN (1) THE AMOUNTS
DUE PROVIDER PURSUANT TO THIS AGREEMENT, (2) AS PERMITTED IN THE AGREEMENT, AND
(3) THE COMPENSATION PROVIDER AND ITS AFFILIATES PAY THEIR EMPLOYEES.
(II)
INDEPENDENT PRICES. THE PRICES PRESENTED IN THE PROVIDER RESPONSE
TO INVESTORS REQUEST FOR PROPOSAL WERE ARRIVED AT INDEPENDENTLY, WITHOUT
CONSULTATION, COMMUNICATION, OR AGREEMENT WITH ANY OTHER PROPOSER FOR THE
PURPOSE OF RESTRICTING COMPETITION; THE PRICES QUOTED WERE NOT KNOWINGLY
DISCLOSED BY PROVIDER TO ANY OTHER PROPOSER; AND NO ATTEMPT WAS MADE BY PROVIDER
TO INDUCE ANY OTHER PERSON TO SUBMIT OR NOT TO SUBMIT A PROPOSAL FOR THE PURPOSE
OF RESTRICTING COMPETITION.
(iii)
No Payment Tied to Award. Provider has not paid or agreed to pay any
Person, other than bona fide employees working solely for Provider, any fee,
commission, percentage, brokerage fee,
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gift, or any other consideration, contingent upon or resulting from the award or
making of this Agreement.
18.1.4
LITIGATION AND SERVICE OF PROCESS
Provider represents that Provider is unaware of any pending or anticipated civil
or criminal litigation in any judicial forum that involves Provider or any of
its Affiliates or Subcontractors that may adversely affect Provider's ability to
perform its obligations under this Agreement.
Provider shall notify Investors,
as soon as reasonably practicable of Provider's knowledge of its occurrence, of
any such pending or anticipated civil or criminal litigation that Provider
reasonably determines may adversely impact the Provider's ability to perform the
Services.
Provider shall notify Investors, as soon as reasonably practical
after process is served on Provider in connection with this Agreement, including
any subpoena of Provider's records, and shall send a written notice of the
service together with a copy of the same to Investors as soon as reasonably
practical.
18.1.5
LEGAL AND CORPORATE AUTHORITY
PROVIDER REPRESENTS AND WARRANTS THAT: (I) IT IS A NEW YORK CORPORATION, AND IS
QUALIFIED AND REGISTERED TO TRANSACT BUSINESS IN ALL LOCATIONS WHERE THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WOULD REQUIRE SUCH QUALIFICATION;
(II) IT HAS ALL NECESSARY CORPORATE POWERS, AND AUTHORITY TO ENTER INTO AND
PERFORM THIS AGREEMENT, AND THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS
AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION OF THE
RESPECTIVE PROVIDER'S CORPORATION; (III) THE EXECUTION OF THIS AGREEMENT BY
PROVIDER SHALL NOT VIOLATE ANY LAW, STATUTE, OR REGULATION AND SHALL NOT BREACH
ANY AGREEMENT, COVENANT, COURT ORDER, JUDGMENT, OR DECREE TO WHICH PROVIDER IS A
PARTY OR BY WHICH IT IS BOUND; AND (IV) THAT IT OWNS OR LEASES AND COVENANTS
THAT IT SHALL OWN OR