Agent Representations Clause Samples
The Agent Representations clause sets out the specific statements or assurances that an agent makes regarding their authority, capacity, and compliance with relevant laws or agreements. Typically, this clause requires the agent to confirm that they are duly authorized to act on behalf of a principal, that they are not breaching any other agreements by entering into the contract, and that all information provided is accurate. Its core practical function is to protect the other party by ensuring the agent is legitimately empowered and trustworthy, thereby reducing the risk of unauthorized actions or misrepresentations.
Agent Representations. The Original First Lien Agent represents and warrants to each other Agent that it has the requisite power and authority under the Original First Lien Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Original First Lien Secured Parties. The [ ]i [First/Second]ii Lien Agent represents and warrants to each other Agent that it has the requisite power and authority under the [ ]i [First/Second]ii Lien Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the [ ]i [First/Second]ii Lien Creditors. Each Additional Agent represents and warrants to each other Agent that it has the requisite power and authority under the applicable Additional Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and any Additional Credit Facility Secured Parties represented thereby.
Agent Representations. If this subscription is executed by a person acting in a representative capacity for a corporation or trust, or as an agent for any person or entity, such person represents that it has full authority to execute this Agreement in such capacity and on behalf of such corporation, trust, person or entity.
Agent Representations. The Agent ▇▇▇▇▇▇ agrees that it will:
A. Provide authorization attached hereto as Attachment “A” for the Department to access a bank account for electronic fund transfers to pay for all licenses sold. Fund transfers shall be scheduled on a regular basis as determined by the Department.
B. Pay all amounts due to the Department. Failure to maintain an adequate balance in the License Issuing Agent’s account may result in immediate termination of this Agreement.
C. Provide a compatible computer system including a plain paper printer and access to the internet at no charge to the Department.
D. Indemnify and save harmless the Department and the State of New York from and against all losses from claims, demands, payments, suits, actions, recoveries, and judgments of every nature and description brought or recovered against it in a court of competent jurisdiction, to the extent such loss is attributable to a negligent omission or tortious act of the License Issuing Agent, its agents, or employees, in the performance of this Agreement.
E. Be solely responsible for the supervision and direction of the performance of this Agreement by the Assistant License Issuing Agent and other authorized license issuing employees other than as specifically provided herein.
F. Alert the Department if the License Issuing Agent, Assistant License Issuing Agent, or other person issuing licenses is convicted of a misdemeanor or felony level criminal offense.
G. Not allow a person convicted of a misdemeanor or felony level criminal offense to issue licenses or have access to the license system, unless the person’s conviction has been reviewed by the Department.
Agent Representations. Agent represents, warrants, and covenants, for itself, or for each Sales Agent, as applicable, that Agent or each Sales Agent:
a. is duly licensed and qualified to provide Services in the State;
b. provides Services in compliance with all applicable Laws and professional standards of care;
c. has not been debarred, suspended or otherwise excluded from participation in the Medicare Program or any other federal health care program;
d. shall maintain such licensure, compliance, and certification, throughout the term of this Agreement, where applicable;
e. shall maintain liability insurance as set forth in this Agreement, and shall ensure that Agent notifies Plan in accordance with Section 3.6 of any material adverse modification of professional liability policy;
f. has not been convicted of a criminal offense related to Sales Agent’s involvement in any program under Titles XVIII, XIX, XX, or XXI of the Social Security Act and has not been terminated, suspended, barred, voluntarily withdrawn as part of a settlement agreement, or otherwise excluded from any program under Titles XVIII, XIX, XX or XXI of the Social Security Act; and
g. shall maintain all required credentials and meet all continuing education requirements necessary to retain certification or eligibility (if any). Agent will notify Plan promptly of any material changes to the foregoing representations with respect to any of the Sales Agents.
Agent Representations. Agent hereby represents and warrants to Subordinated Creditors as follows:
Agent Representations. Agents represent and warrant that they have the necessary authority and permissions required to act on behalf of either a Brand or an Athlete, Entertainer, Musician, Model as applicable.
Agent Representations. Agent has the power, authority and legal right to enter into this Fourth Amendment on its behalf and on behalf of the other Banks and the party signing this Fourth Amendment on behalf of Agent is authorized to so execute this Fourth Amendment on behalf of Agent. The party signing this Fourth Amendment on behalf of the Borrower acknowledges and agrees that he/she has the requisite power and authority to execute this Fourth Amendment on behalf of and to bind the Agent.
Agent Representations. The Agent represents and warrants to Sprint Spectrum, as of the date of this Consent and Agreement (a) its execution, delivery and performance of this Consent and Agreement has been duly authorized by all necessary corporate action, and does not and will not require any further consents or approvals that have not been obtained, or violate any provision of any law, regulation, order, judgment, injunction or similar matters or materially breach any agreement presently in effect with respect to or binding on it; (b) this Consent and Agreement is a legal, valid and binding obligation of the Agent enforceable against it in accordance with its terms, except that (i) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be limited by equitable defenses and by the discretion of the court before which any proceeding may be brought; (c) at the time of the execution hereof, the only Lenders are Agent, MeesPierson Capital Corp., PNC Bank National Association, and Westdeutsche Landesbank Girozentrale - New York Branch; (d) to the knowledge of the Agent, no Event of Default has occurred and is continuing; and (e) Agent will require the execution and delivery of the Guarantors' Guaranty to the parties thereto on or prior to the initial borrowing date.
Agent Representations. The Agent represents and warrants that he will utilize his best efforts to sell the Shares and that he will receive no commission or other expense in connection with the sale of said Shares and that upon receipt of all funds in connection with the sale of the Shares, the same will be forwarded immediately to the Company for deposit as soon as practicable within two (2) business days on behalf of Kubla Khan, Inc.. The Agent unders▇▇▇▇▇ ▇▇▇ acknowledges that his agency will be terminated at the end of the Offering which will be not more than nine (9) months after the date on the Offering Memorandum or earlier if maximum proceeds are received prior to said nine (9) month period.
Agent Representations. By entering into this Agreement, Agent represents and acknowledges the following: Agent will not violate the terms of or interfere with any contract, agreement or business relationship that Agent has or has had with any third party; Agent will not engage in any business practice or behavior, nor will Agent take any action, which will result in any violation of any restrictions or covenants to which Agent is subject to pursuant to any agreement to which Agent is or was previously a party; and NFGB, its agents, managers, officers, directors, shareholders, and employees have not induced Agent in any way whatsoever to terminate any contract, agreement or business relationship that Agent presently has or has previously had with any third party. Agent understands that the above representations and acknowledgments constitute a material part of this Agreement and are material representations upon which NFGB is relying in agreeing to enter into and accept this Agreement.