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 therefore.
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. The parties agree that the failure of Agent to comply with its covenant under this Section shall be deemed a material breach by Agent.
9.2.5 During the Term, Agent shall comply in all material respects with all laws; ordinances, rules, regulations and orders applicable to Alloy Media Assets, the Alloy Websites and Alloy’s performance under this Agreement. Subject to the actions contemplated by Section 14.11(c), Agent is not ...
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. The Agent hereby represents, warrants and covenants in favor of the Merchant as follows:
(a) The Agent: (i) is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) has all requisite corporate power and authority to consummate the transactions contemplated hereby; and (iii) is and during the Sale Term will continue to be, duly authorized and qualified as a foreign corporation to do business and in good standing in each jurisdiction where the nature of its business or properties requires such qualification.
(b) The 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, and no further consent or approval is required on the part of the Agent for Agent to enter into and deliver the Agency Documents and to perform its obligations thereunder. Each of the Agency Documents has been duly executed and delivered by the Agent and constitutes the legal, valid and binding obligation of the Agent enforceable in accordance with its terms, subject to applicable bankruptcy law, general principles of equity and other laws generally affecting creditors. 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. No contract or other agreement to which the Agent is a party or by which the 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 the 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 hereby represents and warrants that it has full power and authority to execute, deliver and perform its obligations under this Agreement.
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. Agent hereby represents and warrants to Principal that:
