Agent Representations and Warranties. Agent hereby represents, warrants and covenants in favor of the Company as follows:
9.2.1 Agent (i) is a corporation, duly organized, validly existing and in good standing under the laws of its state of its incorporation; (ii) has all requisite power and authority to operate its assets and properties and to consummate the transactions contemplated hereby; and (iii) is and during the Term will continue to be, duly authorized and qualified to do business and in good standing in each jurisdiction where the failure to be so qualified would result in or have an Agent Material Adverse Effect.
9.2.2 Agent has the right, power and authority to execute and deliver this Agreement to which it is a party and to perform fully its obligations hereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of this Agreement, and no further consent or approval is required on the part of the Agent for Agent to enter into and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Agent and constitute the legal, valid and binding obligation of the Agent enforceable in accordance with its terms. No court order or decree of any federal, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for the Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor.
9.2.3 No action, arbitration, suit, notice, or legal, administrative or other proceeding before any court or governmental body has been instituted by or against the Agent, or has been settled or resolved, or to the Agent’s knowledge, is threatened against or effects the Agent, which if adversely determined, would result in or have an Agent Material Adverse Effect.
9.2.4 There are no agreements, contracts or other understandings in effect which would limit the ability of Agent to comply with its obligations set forth in this Agreement. Company covenants not to enter into any contract, agreement or other understanding with any third party that would or could be reasonably thought to have an adverse effect upon Agent’s representation of the Company Media Assets pursuant to this Agreement. The parties agree that the failure of Company to comply with its covenant under this Section shall be deemed a material breach by Company.
9.2.5 Agent shall during the Term,...
Agent Representations and Warranties. Agent hereby represents, warrants and covenants in favor of the Merchant as follows:
Agent Representations and Warranties. (i) The Agent represents and warrants that:
(1) The Agent is licensed in the Application State and appointed by the Insurer if required.
(2) The Agent followed the Insurer’s solicitation guidelines and did not solicit the purchase of the Policy outside of the Application State.
(3) The Agent is not authorized to and did not provide translation services, modify or amend the Application or the Policy, or perform any services other than those of an insurance agent on behalf of the Company.
Agent Representations and Warranties. 1.1 Agent includes but is not limited to Agent’s owners, officers, directors, employees, representative, customer service representatives and insurance agents.
1.2 Agent possesses the skillset and licenses required to solicit, receive and accept proposals, bind, and provide all usual and customary services of an insurance agent on all insurance contracts placed by the agent as it pertains to property and casualty insurance.
1.3 Agent is and will be for the term of this agreement, licensed by, and in good standing with the Florida Department of Financial Services, and entitled to engage in the business of property and casualty insurance and appropriately licensed for the functions they perform under all applicable insurance laws, rules and regulations of the territories assigned pursuant to the terms hereof, for the lines and classes of insurance business for which it is authorized hereunder, and that its business is and shall be conducted in full compliance with such laws, rules and regulations.
1.4 There are no lawsuits, claims, administrative proceedings or investigations pending or threatened against Agent.
1.5 Agent’s license as an insurance agent has never been revoked, suspended or terminated in any jurisdiction, or threatened to be revoked, suspended, or terminated in any jurisdiction and Agent has never been subject to any disciplinary proceeding as it pertains to its license as an insurance agent or insurance agency.
1.6 The execution and delivery of this agreement by Agent, and Agent’s performance of this agreement will not violate any law, rule, regulation, judgment, decree, order, agreement, and/or contract which Agent is subject or bound.
Agent Representations and Warranties i. In the event that a Payment Network, Issuer, relevant financial institution or government agency shall notify Processor of any violation of laws, rules or regulations relating to Agent or transactions processed for Agent, Processor shall have the right, without liability to Agent for special or consequential damages, to terminate Processing Services on behalf of Agent under this Agreement until such time as Processor shall have been notified by the Payment Network, Issuer, financial institution or government agency that the violation has been corrected. Notwithstanding the foregoing, this provision is not intended to modify or alter the indemnification provisions contained elsewhere in this Agreement.
ii. Agent acknowledges and agrees that the System shall not be used to make or facilitate any transaction that is fraudulent or illegal in any applicable jurisdiction. Processor shall have the right to preclude anyone’s involvement with the System who may, in Processor’s sole determination, violate any federal or state law, rule or regulation, violate Operating Rules. Processor reserves the right to monitor Card activity on its System and to shut down and/or suspend Processing Services in the event that it determines, in its reasonable discretion, that there is illegal, unusual, or suspect activity occurring in relation thereto. Processor shall have no liability to Agent for any adverse financial or other consequences that may result from any action taken pursuant to this Section.
iii. Agent acknowledges and agrees that card accounts and digital payments are credited in real-time. Agent hereby authorizes Processor to ACH Debit and Credit the bank account at the depository financial institution named below (the “Designated Account”) on a daily basis or as needed for the prior cycle of credits to card accounts.
iv. This authorization is to remain in full force and effect until Processor has received written notification from Agent of its termination in such time and in such manner as to afford Processor and the depository financial institution named below a reasonable opportunity to act on it. Agent shall give Processor no less than three banking business days’ notice if the Designated Account is to be changed so as to allow enough time for Processor to make the necessary system modifications.
v. Agent agrees to maintain the Designated Account. Agent hereby authorizes Processor to withdraw funds from the Designated Account without signature or notice to affe...
Agent Representations and Warranties. Agent hereby represents, warrants and covenants in favor of the Merchant as follows:
(a) Each member of Agent: (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite power and authority under its operating agreement to consummate the transactions contemplated hereby and (iii) is and until the end of the Marketing Period with respect to all of the Leases will continue to be, duly authorized and qualified as a foreign limited liability company to do business and in good standing in each jurisdiction where the nature of its business or properties requires such qualification.
(b) Agent has the right, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery and performance of the Agency Documents. Each of the Agency Documents has been duly executed and delivered by Agent and constitutes the legal, valid and binding obligation of Agent enforceable in accordance with its terms. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement.
(c) No action, arbitration, suit, notice or legal, administrative or other proceeding before any court or governmental body has been instituted by or against Agent, or has been settled or resolved, or to Agent’s knowledge, has been threatened against or affects Agent, which questions the validity of this Agreement or any action taken or to be taken by the Agent in connection with this Agreement, or which if adversely determined, would have a material adverse effect upon the Agent’s ability to perform its obligations under this Agreement.
Agent Representations and Warranties. The Agent represents and warrants to the Company that:
a. The Agent is registered as a broker-dealer with the NASD.
b. The Agent is a Florida corporation with active status, and has all requisite corporate power and authority to provide the services to be furnished to the Company hereunder.
c. This Agreement and the Escrow Agreement have been authorized, executed and delivered by the Agent and, when executed by the Company, will constitute the valid and binding agreement of the Agent enforceable against the Agent in accordance with their respective terms, except in all cases to the extent that (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and remedies generally or the rights of creditors or registered broker-dealers whose accounts may be protected by the Securities Investor Protection Corporation; (ii) the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which the proceedings may be brought; and (iii) the enforceability of the provisions hereof relating to indemnification and contribution may be limited by applicable federal, state or other securities laws, or the public policy underlying such laws.
d. The Agent and, to the Agent’s Knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Agent, shall be authorized and shall have all licenses, approvals and permits necessary to perform such services, and the Agent or any selling group member shall be a registered selling agent in the jurisdictions in which the Company is relying on such registration for the offer and sale of the Shares.
e. The execution and delivery of this Agreement by the Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the articles of incorporation or bylaws of the Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any agreement, indenture or other instrument by which the Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order, which breach, default or violation could have a material adverse effect ...
Agent Representations and Warranties. The Agent represents and warrants to the Company that:
Agent Representations and Warranties. The Agent hereby represents and warrants that: (i) it has full power and authority to execute, deliver and perform its obligations under this Agreement; (ii) its officers and employees participating in the Agent's performance of its Duties under this Agreement will not be subject to any statutory disqualification from so acting under applicable federal and state securities laws, and cannot be or have been associated with a securities broker-dealer for the 12-month period immediately preceding the execution of this Agreement; and (iii) it has taken all actions and made all registrations necessary and appropriate under all applicable Federal and state securities laws to permit it to carry out its duties and obligations as Paying Agent, Sales Agent and Exchange Agent in connection with the offer and sale of the New Notes and the Exchange Offer.
Agent Representations and Warranties. The Agent hereby represents and warrants that it has full power and authority to execute, deliver and perform its obligations under this Agreement.
