Client Representations. CLIENT represents to VCS that:
a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound.
b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement.
c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time.
d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member.
e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement.
f. CLIENT is solely responsible for reviewing and appro...
Client Representations. The Client represents to the Firm the following and understands and agrees that the Firm is relying on these representations as an inducement to enter into this Agreement: • The Client affirms to be legally empowered to enter into or perform this agreement. • If this Agreement is established by a legal entity, the undersigned certifies that the Agreement has been duly authorized, executed and delivered on behalf of such entity, and that the Agreement is valid by way of resolution or amendment made by the entity to that effect, and authorizing the appropriate officer or director to act on its behalf in connection with this Agreement. • The Client agrees to provide the Firm with the necessary information to provide the agreed upon services, including, but not limited to current contact information for Client, such as address, email and phone number. • The Client agrees and acknowledges that the responsibility for financial planning decisions is theirs and that the Client has the right to not act upon, either wholly or in part, any recommendation or suggestion provided by the Firm. • The Client affirms that the Firm performs services for other clients and may make recommendations to those clients that differ from the recommendations made to the Client. The Client affirms the Firm does not have an obligation to recommend for purchase or sale any security or other asset it may recommend to any other client. • The Client affirms that the Firm obtains information from a wide variety of publicly available sources and cannot guarantee the accuracy of the information or success of the advice which it may provide. The information and recommendations developed by the Firm is based on the professional judgment of the Firm and the information the Client provides to the Firm. • The Client acknowledges and agrees that the Firm shall not be obligated to provide any services under this Agreement with or for the Client if, in the Firm’s reasonable judgment, this would (i) violate any applicable federal or state law or any applicable rule or regulation of any regulatory agency, or (ii) be inconsistent with any internal policy maintained by the Firm relating to its business conduct with its Clients. • The Client acknowledges all investments involve risks and that some investment decisions will result in losses, including the potential for the loss of Client’s principal that has been invested. The Client is hereby informed that the Firm cannot guarantee Client’s investment goal...
Client Representations. Client represents and warrants to Consultant that;
(1) Client has good and sufficient right and authority to enter into this Agreement and the Transactions contemplated therein and to carry out its intentions and obligations set out therein;
(2) Client was and remains duly incorporated under laws of the jurisdiction of its incorporation and is, with respect to the filing of annual returns and the payment of fees required under the laws of the jurisdiction of its incorporation, in compliance with such laws;
(3) Client has the capabilities to fully execute its obligations as set out in the Agreement and has received the requisite majority approval of its board of directors to enter into this Agreement.
Client Representations. Client represents and warrants to Chelsea that the person who signs this Agreement is authorized to negotiate terms and to enter into this Agreement and other related agreements on Client’s behalf. If the signer is a trustee or fiduciary, Client represents that the investments are within the scope authorized by the appropriate trust organizational document or authority. Client further reresents that the trust documents allow the plan to invest in stocks, bonds, mutual funds, and other securities. Further, Client represents that the documents allow investment discretion to be delegated to an investment adviser or other party and that the plan is authorized to hire such investment advisers. Client acknowledges those individuals signing on behalf of Client are the only authorized signers necessary to enter into this Agreement on behalf of Client. Client further represents and warrants to Chelsea that: (i) the terms of this Agreement do not violate any obligations by which Client is bound, whether by contract, operation of law, or otherwise; (ii) all Client Information furnished to Chelsea in connection with this Agreement and all documents supplied by Client in this regard, including financial statements, and any information supplied by Client to Chelsea for the purpose of preparing the Client profile are true, complete, and correct in all material respects; and (iii) if Cient has selected mutual funds as an investment vehicle, Client acknowledges having received and reviewed the respective prospectus thereto and Client agrees that the mutual funds selected are consistent with its suitability requirements.
Client Representations. You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation to which you are bound, whether arising out of contract, operation of law, or otherwise. You maintain sole responsibility to notify us if there is any change in your financial situation or investment objectives for the purpose of reviewing, evaluating or revising our previous recommendations and/or services.
Client Representations. You represent to Xxxx Financial Consulting, LLC the following and understand and agree that CFC is relying on these representations as an inducement to enter into this Agreement: • You agree that you will provide CFC with the necessary information to provide the agreed upon services. • You understand that the responsibility for financial decisions is yours and that you are under no obligation to follow, either wholly or in part, any recommendation or suggestion provided by CFC. • You understand that CFC obtains information from a wide variety of publicly available sources and cannot guarantee the accuracy of the information or success of the advice which it may provide. The information and recommendations developed by CFC are based on the professional judgment of CFC and the information you provide to CFC. • You understand and agree that due to the limited nature of this engagement, CFC is under no obligation to contact you to recommend changes to your financial plan or any of the recommendations and advice provided under this Agreement in the future. • You understand that all investments involve risks and that some investment decisions will result in losses. You understand that CFC cannot guarantee that your investment objectives will be achieved. • You understand and agree that CFC will not be liable for any loss incurred as a result of the services provided to you by CFC, except by act of negligence. Nothing in this Agreement shall in any way limit or waive any rights you may have under federal or state securities laws. • You understand and agree that CFC performs services for other clients and may make recommendations to those clients that differ from the recommendations made to you. You agree that CFC does not have any obligation to recommend for purchase or sale any security or other asset it may recommend to any other client. • You understand that CFC does not provide legal or accounting advice and does not prepare any legal documents for the implementation of any recommendations provided in the financial plan.
Client Representations. Before any decision is made or action taken, client representations regarding services of a negative nature regarding any SELPA or ACRC, shall be communicated using the dispute resolutions process first, then in writing to the respective appropriate agency in order for the agency to be provided an opportunity to provide its viewpoint. Such viewpoints shall be considered.
Client Representations. You represent to Adviser the following and understand and agree that Adviser is relying on these representations as an inducement to enter into this Agreement:
Client Representations. You represent and warrant that: (i) you have the unrestricted right to use all content that you have provided to us and that your licensing of client content to us will not infringe any third party copyright or trademark rights; (ii) you will comply with all applicable laws and you and any individuals having access to your account have all required licenses to provide the goods and services advertised in all applicable jurisdictions; (iii) you have not made any false or misleading claims in client content or any communications; (iv) in the event you use third-party social media logos or other branding in your advertisement(s) or communications, you are and will remain a member in good standing of each social media platform represented with logos and/or branding in your advertisement(s), in accordance with the rules and/or terms and conditions of such platforms; (v) you will comply with our privacy policy and terms of use as applicable (vi) you have not requested, and will not use, any of our Services for any unlawful purpose or business;
Client Representations. (a) The Client represents and warrants that he/she is of legal age to be bound by this Agreement and is legally competent, and that no other person has, or will have as a result of any action of the Client, any interest in or right to the Account, except as disclosed to the Advisor. The Client further represents and warrants that he/she is financially able to accept the risks of trading commodity interests.
(b) The Client represents and warrants that either (i) it is not a “commodity pool” as that term is defined under the regulations of the Commodity Futures Trading Commission (“CFTC”) or (ii) it is a commodity pool but its commodity pool operator is not required to register as such with the CFTC or (iii) it is a commodity pool and its commodity pool operator is registered as such with the CFTC and is a member of the National Futures Association (“NFA”).
