Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so. (b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto. (c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank. (d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet. (e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment. (f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations. (g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 4 contracts
Samples: Securities Lending Agreement (Manager Directed Portfolios), Securities Lending Agreement (Manager Directed Portfolios), Securities Lending Agreement (Manager Directed Portfolios)
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Customer; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with AvaTrade (other than the security interest granted to AvaTrade hereunder) to any person without AvaTrade’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to AvaTrade hereunder) without AvaTrade’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at AvaTrade 's home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined AvaTrade, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of AvaTrade or to enter into repurchase agreements on Customer's behalf protect AvaTrade’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, AvaTrade’s Risk Disclosure Statement and Privacy Statement; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with AvaTrade for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 3 contracts
Samples: Customer Agreement, Customer Agreement, Customer Agreement
Customer Representations and Warranties. (a) The Except as disclosed in writing to FIMAT prior to execution and delivery of this Agreement or in a subsequent written notice from Customer to FIMAT, Customer represents and warrants thatas follows: (i1) Customer is not (a) a general partner, officer, director, more than ten percent owner, correspondent, agent (or person associated with an agent), associated person, or employee of a futures commission merchant, commodity trading advisor, commodity pool operator, or an introducing broker, (b) a relative, spouse, or relative of a spouse of any of the foregoing persons who shares the same home with any such person, (c) a member of an exchange or a director or employee of an exchange, bank, trust company, insurance company, or regulatory or self-regulatory organization, or (d) engaged individually or as an employee in the business of dealing, as broker or principal, in Commodities other items, documents of title relating to Commodities, bills of exchange, acceptances, or other forms of commercial paper, and if Customer becomes so employed or engaged Customer will promptly notify FIMAT in writing; (2) Customer, if applicable, (a) is duly organized and in good standing under the laws of the jurisdiction in which it was organized and in all jurisdictions where it is qualified to do business; (b) has the legal rightrequisite capacity, power and authority to execute, deliver and perform its obligations under this Agreement and to carry out all such Other Agreement, including without limitation, the granting of any security interests in the Collateral as contemplated hereby and thereby; (c) none of the transactions contemplated hereby; (ii) the execution and execution, delivery or performance by Customer of its obligations under this Agreement by MDP on behalf or such Other Agreement conflict with the provisions of the Customer will not violate any provision of its chartermaterial contract, bylaws agreement or any other governing documentsinstrument binding upon you or your properties, or the provisions of any law, statute, rule, regulation or any regulationdecree, interpretation or order or determination of any court or other government agency, or judgment, of law applicable to the Customer; and (iiid) the Customer has obtained all necessary authorizationsno consent, including those from any persons who may have an interest authorization, permit or filing is required in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) connection with the execution, delivery and performance by Customer of this Agreement or such Other Agreement, except those that have been obtained or made and the carrying out of filings necessary to create, perfect and retain any security interest in, or lien upon, any Collateral for any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument Customer’s obligations to which the Customer is a party or which is otherwise known to the FIMAT; (3) Customer, including but not limited toif an individual, liens against and/or pledges is of Securitiessound mind, legal age and legal competence; (4) no person other than Customer has or will have an interest in Customer’s Account(s) except as otherwise disclosed in writing to FIMAT; and (v5) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified information provided in the Customer Information Sheet attached hereto as Exhibit A Application is true, correct and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the that Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness will promptly notify FIMAT of the information contained any material changes in the Customer Information Sheet in complying with its obligations under applicable laws and regulationssuch information.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 3 contracts
Samples: Customer Agreement (CAMPBELL/GRAHAM SERIES, a Series of the Frontier Fund), Customer Agreement (GreenHaven Continuous Commodity Index Fund), Customer Agreement (GreenHaven Continuous Commodity Index Fund)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so; and (vi) all recitals contained herein are true and correct in all respects.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 3 contracts
Samples: Securities Lending Agreement (Advisors' Inner Circle Fund), Securities Lending Agreement (Procure ETF Trust II), Securities Lending Agreement (Wilshire Mutual Funds Inc)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A D and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D E and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 3 contracts
Samples: Securities Lending Agreement (Professionally Managed Portfolios), Securities Lending Agreement (Professionally Managed Portfolios), Securities Lending Agreement (Professionally Managed Portfolios)
Customer Representations and Warranties. (a) The Each Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer Trust represents and warrants that it is an "investment company" as that term is defined in the Investment Company Act of 1940 (the "1940 Act") and that it will indicate indicated each "affiliate" as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the each Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B A hereto.
(c) The Each Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Each Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the a Customer (the "Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Each Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet relating to such Customer is complete and accurate in all respects as of the date hereof and the each Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulationsregulations and (ii) that each Customer has reviewed and understands the Offering Memorandum.
(gf) The Each Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 2 contracts
Samples: Securities Lending Agreement (BB&T Variable Insurance Funds), Securities Lending Agreement (Bb&t Funds /)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as that term is defined in the Investment Company Act of 1940 (the "1940 Act") and that it will indicate each Borrower that is an "affiliate," as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or such instruction to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, be given by completion of Exhibit B A hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer (the "Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(gf) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 2 contracts
Samples: Securities Lending Agreement (First American Funds Inc), Securities Lending Agreement (First American Funds Inc)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so; and (vi) all recitals contained herein are true and correct in all respects.
(b) The Customer represents and warrants that it is an "“investment company" ” as defined in the Investment Company Act and that it will indicate each "“affiliate" ” as defined in the Investment Company Act by instructing the Bank not to lend the Customer's ’s Securities to such Borrower, or to enter into repurchase agreements on Customer's ’s behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("“Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's ’s initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 2 contracts
Samples: Securities Lending Agreement (Advisors Preferred Trust), Securities Lending Agreement (Usa Mutuals)
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: (i) :
23.1.1 If Customer is a natural person, Customer is of sound mind, legal age and legal competence
23.1.2 If Customer is not a natural person,
23.1.2.1 Customer is duly organized and validly existing under the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all applicable laws of the transactions contemplated hereby; (ii) the execution jurisdiction of its organization;
23.1.2.2 Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Customer; and
23.1.2.3 Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
23.1.3 No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Company (bother than the security interest granted to Company hereunder) The to any person without Company’s prior written consent. Customer represents has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Company hereunder) without Company’s prior written consent; and,
23.1.4 Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
23.1.5 Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment event that Customer becomes so employed, Customer will promptly notify us, at Company’s home office, in writing, of such employment; and,
23.1.6 Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Company, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf protect Company’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(c) The 23.1.7 Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, Company’s Risk Disclosure and Privacy Policy ; and
23.1.8 Custom er will review this Xxxx xx ent; and
23.1.9 Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
23.1.10 Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by- law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with Company for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 2 contracts
Samples: Customer Agreement, Customer Agreement
Customer Representations and Warranties. (a) The Customer represents and warrants that: (ias of the date of this Agreement and while this Agreement remains in effect and at the time of each Transaction under this Agreement): (a) the Customer has the legal full right, power power, capacity and authority to execute, deliver and perform enter into this Agreement and each and every Transaction and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of perform its obligations pursuant to this Agreement by MDP including granting the security interest in Collateral, and that each person executing this Agreement, and giving instructions or orders on behalf of the Customer is authorized to do so; (b) this Agreement and the obligations hereunder are legal, valid and binding on the Customer and enforceable against the Customer in accordance with the terms; (c) if Customer is a corporation, trust or limited liability company or partnership (including a limited liability partnership) it is duly organized and in good standing in the jurisdiction in which it is organized and every state or jurisdiction in which it does business; (d) except as disclosed in writing to SG, no person has an interest in or control of any of its Accounts with SG and Customer is acting as principal and not agent; (e) Customer may lawfully establish the Account and positions and Transactions and such Account and Transactions will not violate any provision of its charter, bylaws Applicable Regulations; (f) each Transaction does not and will not violate Customer’s charter or any by-laws (or other comparable governing documents, document) or any law, or any rule, regulation, interpretation or judgment, decree, order or agreement to which Customer or its Collateral is subject or bound; (g) the information provided by Customer, and any court further information provided upon request, including any financial information, is true, complete and correct in all material respects and Customer shall notify SG promptly of any changes to such information; (h) no Event of Default has occurred with respect to Customer and no Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; (i) for over-the-counter Transactions and any other transactions as required, Customer represents that it and any counterparties to such Transactions are, as required by Applicable Regulations with respect to each Transaction, eligible to enter into and engage in such Transactions; (j) Customer will promptly notify SG in the event that Customer becomes subject to any sanctions, fines, suspension, actions, penalties or is denied access by any exchange, market, execution facility, clearing organization, regulatory or self-regulatory organization or government agency; (k) Customer will promptly notify SG in the event that it becomes aware of any unauthorized use of or disclosure of its passwords, ID or account numbers to any electronic system provided by SG or, if applicable, in the event of any breach or termination of any participation or similar agreement entered into directly between Customer and any vendor, execution facility, exchange or marker operator; (l) except as previously disclosed in writing to SG, Customer is not, to the best of its knowledge and without independent inquiry nor any partner, director, officer, member, manager or employee of Customer is, a partner, director, officer, member, manager or employee of a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, bank, swap dealer, major swap participant, broker-dealer, exchange, market, execution facility or self-regulatory organization or an employee or commissioner of the Commodity Futures Trading Commission (the “CFTC”); (m) as required by Applicable Regulations, Customer shall create, retain and produce upon request of SG or an applicable exchange, market, execution facility, clearing organization, regulatory or self-regulatory authority or government agency documents (such as contracts, confirmations, telex printouts, invoices and documents of title) with respect to over-the-counter Transactions including cash transactions underlying exchanges of futures for cash commodities; exchange of futures in connection with swaps, options or other government agencyfinancial or physical instruments; (n) none of its assets are the assets of any “employee benefit plan” that are subject to Section 406 of the United States Employee Retirement Income Security Act of 1974 (“ERISA”) and no Transactions will be prohibited transactions within the meaning of Section 4975 of the United States Internal Revenue Code of 1986, (the “Code”), or judgmentsubject to any law, applicable rule regulation or binding policy which is restrictive or materially similar to Section 406 of ERISA or Section 4975 of the CustomerCode; (iiio) Customer is a sophisticated and informed investor that, acting alone or together with its advisors, has a full understanding of all the Customer has obtained all necessary authorizationsterms, including those from any persons who may have an interest in the Securitiesconditions, including the consent or approval of any governmental agency or instrumentality; potential losses and risks (iveconomic and otherwise) the execution, delivery and performance of this Agreement and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those potential losses and risks; (p) Customer has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the carrying out extent it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by SG ; (q) Customer has a full understanding of the transactions contemplated hereby will not be merits and risks of each particular exchange, market, execution facility and clearing organization in conflict with, result in a breach of which it invest or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customertrades, including but not limited towithout limitation, liens against and/or pledges the particular risks associated with investing and trading in emerging markets (which include, by way of Securitiesexample and without limitation, sovereign action by an emerging market county’s government such as an order of a governmental authority blocking or limiting transfers or deliveries of the country’s currency outside its borders, rendering the currency inconvertible into U.S. dollars, devaluing the currency, prohibiting or imposing substantial restrictions on foreign investments in such country’s capital markets or the possibility of expropriation of assets or the imposition of punitive taxes); (r) SG has answered all of Customer’s questions concerning the terms and risks of each Transaction; and (vs) Customer and its agents are solely responsible for making the decision whether to effect any Transactions, including the market, timing, quantity and price of each Transaction and has determined that entering into or terminating such Transaction is prudent in all persons executing respects. Customer shall be deemed to repeat each of the foregoing representations and warranties while this Agreement on behalf of the Customer continues in effect and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof of each Transaction and the while that Transaction remains open. Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness agrees to promptly notify SG in writing if any of the information warranties and representations applicable to it contained in the Customer Information Sheet this Agreement becomes inaccurate or in complying with its obligations under applicable laws any way cease to be true, complete and regulationscorrect.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 2 contracts
Samples: Futures Account Agreement (Nuveen Long/Short Commodity Total Return Fund), Futures Account Agreement (Nuveen Diversified Commodity Fund)
Customer Representations and Warranties. Except as disclosed in writing to FIMAT prior to execution an( delivery of this Agreement or in a subsequent written notice from Customer to FIMAT, Customer represents an( warrants as follows: (1) Customer is not (a) The a general partner, officer, director, more than ten percent owner correspondent, agent (or person associated with an agent), associated person, or employee of a futures commission merchant, commodity trading advisor, commodity pool operator, or an introducing broker, (b) a relative, spouse, o: relative of a spouse of any of the foregoing persons who shares the same home with any such person, (c) a member of an exchange or a director or employee of an exchange, bank, trust company, insurance company, or regulator or self-regulatory organization, or (d) engaged individually or as an employee in the business of dealing, as broke or principal, in Commodities other items, documents of title relating to Commodities, bills of exchange acceptances, or other forms of commercial paper, and if Customer represents becomes so employed or engaged Customer will promptly notify FIMAT in writing; (2) Customer, if applicable, (a) is duly organized and warrants that: in good standing under the laws of the jurisdiction in which it was organized and in all jurisdictions where it is qualified to do business; (i) the Customer b), has the legal rightrequisite capacity, power and authority to execute, deliver and perform its obligations under this Agreement and to carry out all such Other Agreement, including without limitation, the granting of any security interests in the Collateral as contemplated hereby and thereby; (c) none of the transactions contemplated hereby; (ii) the execution and execution, delivery or performance by Customer of its obligations under this Agreement by MDP on behalf or such Other Agreement conflict with the provisions of the Customer will not violate any provision of its chartermaterial contract, bylaws agreement or any other governing documentsinstrument binding upon you or your properties, or the provisions of any law, statute, rule, regulation or any regulationdecree, interpretation or order or determination of any court or other government agency, or judgment, of law applicable to the Customer; and (iiid) the Customer has obtained all necessary authorizationsno consent, including those from any persons who may have an interest authorization, permit or filing is required in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) connection with the execution, delivery and performance by Customer of this Agreement or such Other Agreement, except those that have been obtained or made and the carrying out of filings necessary to create, perfect and retain any security interest in, or lien upon, any Collateral for any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument Customer's obligations to which the Customer is a party or which is otherwise known to the FIMAT; (3) Customer, including but not limited toif an individual, liens against and/or pledges is of Securitiessound mind, legal age and legal competence; (4) no person other than Customer has or will have an interest in Customer's Account(s) except as otherwise disclosed in writing to FIMAT and (v5) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified information provided in the Customer Information Sheet attached hereto as Exhibit A Application is true, correct and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the that Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness will promptly notify FIMAT of the information contained any material changes in the Customer Information Sheet in complying with its obligations under applicable laws and regulationssuch information.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 2 contracts
Samples: Customer Agreement (Quadriga Superfund), Customer Agreement (Quadriga Superfund)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP TAP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Securities Lending Agreement (Trust for Advised Portfolios)
Customer Representations and Warranties. (a) The Customer represents By this Agreement, you represent and warrants warrant, and you will be deemed to have repeated each representation and warranty at the time of entering into each transaction, that: :
(i) all information provided to CFI is true and correct and is not misleading;
(ii) except as disclosed in writing to CFI, no one except you has an interest in any Account carried for you by CFI;
(iii) you have read and understand this Agreement and have the Customer has the required legal rightcapacity, power and authority to executeenter into this Agreement, deliver and perform to engage in transactions of the kind contemplated hereunder;
(iv) the performance of your obligations hereunder is not prohibited by any governing regulation, agreement or judicial or administrative order;
(v) if applicable, the persons executing this Agreement are duly authorized to sign this Agreement in your name;
(vi) you agree not to make any trade individually or in concert with others that exceeds position limits imposed on you by CFI, any market or exchange or Governing Regulations; and
(vii) you will not give or seek to give an order to CFI for a foreign exchange transaction (i.e., spots, forwards and options) without obtaining the agreement of CFI as to carry out all the following terms of each such trade: (X) specified amount of currency that is to be bought or sold; and (Y) the transactions contemplated hereby; specific exchange rate at which the specified amount of currency is to be bought or sold.
b) You further represent that you are not:
(i) an employee of any exchange,
(ii) the execution and delivery an employee of this Agreement by MDP on behalf any corporation in which any exchange owns a majority of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; capital stock,
(iii) a member of any exchange or employee of such a member,
(iv) a member of FINRA or employee of such a member,
(v) an employee of any bank, trust company or insurance company or
(vi) an individual engaged in the Customer business of dealing either as a broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper, unless you notify us to that attect. You agree that you will promptly notify us in writing if any of the information or representations contained in the Account Application or in this Agreement materially change or become inaccurate in any material aspect.
c) You further represent that no one except you (or the beneficial owner(s)) if signed in a representative capacity) has obtained all necessary authorizations, including those from any persons who may have an interest in the SecuritiesAccount. If the Account is beneficially owned by any person who is a Securities Exchange Act of 1934 Section 16 reporting person to a U.S. public company, including you represent that no funds or assets belonging to such U.S. public company or any affiliate of such U.S. public company, will be invested through the consent or approval of any governmental agency or instrumentality; Account.
d) We will ask you to sign the relevant US tax form before we accept an Instruction to Deal from you to Buy an Instrument in relation to Shares listed on the Exchanges in the US. If you have not previously provided us with a valid US tax form and you already hold US Shares, we will ask you to complete the relevant US tax form. If you do not return the signed and completed US tax form before the date we specify (ivusually 30 days), we reserve the right to sell your US Shares. You have an ongoing obligation to inform us if your tax status changes. You acknowledge that, for Shares listed on the Exchanges in the US, we will reporting to IRS and that we are eligible to deduct applicable taxes to proceed with the corresponding payments.
e) These requirements and obligations mentioned above regarding tax forms, reporting to the executionIRS, delivery and performance of this Agreement and the carrying out deduction of any of applicable taxes apply specifically to Shares listed on the transactions contemplated hereby will not be Exchanges in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known US. This paragraph pertains to the Customer, including but not limited to, liens against and/or pledges terms and conditions governing the trading of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated US stocks through CFI. It is hereby on behalf of the Customer are duly acknowledged that CFI is solely authorized to do sootter listed stocks and has the discretion to redistribute their pricing. In the event that a listed stock becomes delisted, CFI shall transfer it to the OTC market and promptly close any associated positions at the prevailing market price. It is explicitly stated that CFI assumes no responsibility for the closure of positions resulting from the delisting of stocks, and by accepting these terms, you expressly waive any right to seek indemnification in such circumstances
f) As for the Saudi stocks, if your are not from the GCC region you may trade on Saudi shares if you fulfill the necessary requirements specified by the company. For GCC (Gulf Cooperation Council) nationals, in order to engage in Saudi stock trading, you are required to submit a request to the Saudi exchange to obtain a National Identification Number (NIN) that is necessary for trading. This process involves providing relevant information and completing the required forms as specified by the Saudi exchange.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants parties agree that pricing information sourced from exchanges in the Gulf Cooperation Council (GCC) will be subjected to a 15-minute delay. This delay is applicable to all recitals contained herein are true and correct in all respects as they relate to the Customersecurities or financial instruments traded on GCC exchanges. We possess a license for delayed data redistribution, not real-time data.
Appears in 1 contract
Samples: Share Trading Terms and Conditions
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by MDP Xxxxxxxx; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are has been duly authorized by Customer to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with MMA FOREX (other than the security interest granted to MMA FOREX hereunder) to any person without MMA FOREX’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to MMA FOREX hereunder) without MMA FOREX’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at MMA FOREX 's home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined MMA FOREX, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of MMA FOREX or to enter into repurchase agreements on Customer's behalf protect MMA FOREX’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, MMA FOREX’s Risk Disclosure Statement and Privacy Statement and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with MMA FOREX for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "“investment company" ” as that term is defined in the Investment Company Act of 1940 (the “1940 Act”) and that it will indicate each "Borrower that is an “affiliate" ,” as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the Customer's ’s Securities to such Borrower, or such instruction to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, be given by completion of Exhibit B A hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("the “Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(gf) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Samples: Securities Lending Agreement (First American Funds Inc)
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by MDP Xxxxxxxx; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are has been duly authorized by Customer to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with HOLACAPITAL (other than the security interest granted to HOLACAPITAL hereunder) to any person without HOLACAPITAL’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to HOLACAPITAL hereunder) without HOLACAPITAL’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at HOLACAPITAL 's home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined HOLACAPITAL, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of HOLACAPITAL or to enter into repurchase agreements on Customer's behalf protect HOLACAPITAL’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, HOLACAPITAL’s Risk Disclosure Statement and Privacy Statement and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with HOLACAPITAL for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The a. Each Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or of any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the SecuritiesAccount securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of SecuritiesAccount securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The b. Without limiting the generality of Section 9(a), each Customer represents represents, warrants and warrants covenants that it is an "investment company" as defined in compliance, and will continue to comply, with all the Investment Company Act SEC Requirements, including without limitation all approvals, authorizations, delegations, designations, determinations, procedures, guidelines, oversight and that it will indicate each "affiliate" as defined in the Investment Company Act record-keeping by instructing the Bank not to lend the Customer's Securities to such Borrower’s Board of Directors (or equivalent governing body) and/or the Adviser contemplated or required by the SEC Requirements. In particular, the Customer’s Board of Directors has approved this Agreement (including all exhibits), and the Customer’s Board of Directors, or the Adviser, acting within general guidelines established by the Board of Directors, has determined that the securities lending fees payable to enter into repurchase agreements U.S. Bank are reasonable and based solely on Customer's behalf with such Borrower and/or its affiliates, the services to be rendered by completion of Exhibit B U.S. Bank pursuant hereto.
(c) c. The Customer is aware that it is possible to loan portfolio securities without incurring the loan securities lending fees payable pursuant hereto by administering such a program itself, rather than hiring the U.S. Bank.
(d) d. The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified not an “employee benefit plan” as defined in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information SheetERISA.
(e) e. The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral InvestmentOffering Memorandum.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "“investment company" ” as that term is defined in the Investment Company Act of 1940 (the “1940 Act”) and that it will indicate indicated each "“affiliate" ” as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the Customer's ’s Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("the “Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulationsregulations and (ii) that the Customer has reviewed and understands the Offering Memorandum.
(gf) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or of any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Loaned Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "“investment company" ” as that term is defined in the Investment Company 1940 Act and that it will indicate each "“affiliate" ” as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the Customer's ’s Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto, such Exhibit B to be updated from time to time upon written notice to the Bank from the Customer.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("the “Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulationsregulations and (ii) that the Customer has reviewed and understands the Offering Memorandum.
(gf) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Samples: Securities Lending Agreement (Kinetics Portfolios Trust)
Customer Representations and Warranties. (a) The 22.1 Customer represents and warrants that: (i) the • if Customer is a natural person, Customer is of sound mind, legal age and legal competence • No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Company (other than the legal rightsecurity interest granted to Company hereunder) to any person without Company’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Company hereunder) without Company’s prior written consent; and, power • Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and, • Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and authority in the event that Customer becomes so employed, Customer will promptly notify us, at Company 's home office, in writing, of such employment; and, • Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Company, in its sole discretion, deems necessary or desirable to executeevidence or perfect any security interest in favor of Company or to protect Company’s interests with respect to any Collateral; and, deliver • Customer has read and perform understands the provisions contained in this Agreement, including, without limitation, Company’s AML and KYC Policy, Refund and Return Policy, Privacy Policy and Risk Disclosure Statement and • Customer will review this Agreement; • Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and to carry out • Customer agrees to, and shall at all of the transactions contemplated hereby; (ii) times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement by MDP on behalf and all other transactions contemplated hereunder, and performance of the Customer all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any provision of its statute, rule, regulation, ordinance, charter, bylaws by-law or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, policy applicable to the Customer; (iii) the . Customer has obtained all necessary authorizations, including those from may not use this account with Company for any persons who may have an interest in the Securities, including the consent illegal activity. • Customer declares that he is not resident or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any citizen of the transactions contemplated hereby will not be in conflict withfollowing countries: USA, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the CustomerIsrael, including but not limited toPalestine, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do soJapan, Sudan, Syria, Yemen, Iran, North Korea.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Customer; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Friedberg Direct (other than the security interest granted to Friedberg Direct hereunder) to any person without Friedberg Direct’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Friedberg Direct hereunder) without Friedberg Direct’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at Friedberg Direct 's home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined Friedberg Direct, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favour of Friedberg Direct or to enter into repurchase agreements on Customer's behalf protect Friedberg Direct’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, Friedberg Direct’s Risk Disclosure Statement and Privacy Statement; and
(viii) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(ix) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with Friedberg Direct for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Customer; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s accountwithOceix (other thanthesecurity interestgranted toOceix hereunder)to any person without Oceix’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Oceix hereunder) without Oceix’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at Oceix’s home office, in writing, of suchemployment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and takesuchotheractions as defined Oceix,inits solediscretion,deems necessaryordesirable to evidence or perfect any security interest in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, favor of Oceix or to enter into repurchase agreements on Customer's behalf protect Oceix’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, Oceix’s Risk Disclosure and Privacy Policy; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of suchtransaction; and
(x) Customeragrees to, and shall at all times complywith all applicablelaws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with Oceix for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the if Customer is a natural person, Customer is of sound mind, legal age and legal competence; No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Xxxxxx (other than the legal rightsecurity interest granted to Tample hereunder) to any person without Xxxxxx’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Tample hereunder) without Xxxxxx’s prior written consent; and Customer hereby warrants that regardless of any subsequent determination to the contrary, power Customer is suitable to trade OTC; and authority Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and in the event that Customer becomes so employed, Customer will promptly notify us, at Tample 's home office, in writing, of such employment; and Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Tample, in its sole discretion, deems necessary or desirable to executeevidence or perfect any security interest in favour of Tample or to protect Xxxxxx’s interests with respect to any Collateral; and Customer has read and understands the provisions contained in this Agreement, deliver including, without limitation, Tample’s Risk Disclosure Statement and perform Privacy Statement; and Customer will review this Agreement; and Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and to carry out Customer agrees to, and shall at all of the transactions contemplated hereby; (ii) times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement by MDP on behalf and all other transactions contemplated hereunder, and performance of the Customer all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any provision of its statute, rule, regulation, ordinance, charter, bylaws by-law or policy applicable to Customer. Customer may not use this account with Tample for any other governing documentsillegal activity. In the event that Customer, due to its observance of Islamic religious beliefs cannot receive or pay interest, Customer may elect to designate, in the manner provided by Tample, its trading account to be an Islamic Account, which is not charged with, or entitled to, overnight interest and/or rollovers. In the event that Customer designates its account as an Islamic account, Customer may not keep transactions in such account open for more than 5 days and may not otherwise abuse such benefit. Tample reserves the right to cancel the aforesaid benefit at any law, or time and take any regulation, interpretation or order or any court or other government agency, or judgment, applicable action necessary in Xxxxxx's absolute discretion due to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance abuse of this Agreement and benefit. Such actions may include, without limitation, the carrying out of any designation of the transactions contemplated hereby will not be in conflict withIslamic Account as a regular account and retroactively effecting required adjustments (e.g., result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank setting off amounts from the Customer ("Customer Information Sheet") account equal to amounts paid by Xxxxxx as interest), cancellation of transactions, and that the tax identification number adjustment of such Person is set forth opposite such Person's name on such Customer Information Sheetaccount balances.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer Trust represents and warrants that it is an "“investment company" ” as that term is defined in the Investment Company Act of 1940 (the “1940 Act”) and that it will indicate each "Borrower that is an “affiliate" ,” as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the Customer's ’s Securities to such Borrower, or such instruction to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, be given by completion of Exhibit B A hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("the “Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(gf) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Customer Representations and Warranties. (a) The a. Each Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the SecuritiesAccount securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of SecuritiesAccount securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The b. Without limiting the generality of Section 9(a), each Customer represents represents, warrants and warrants covenants that it is an "investment company" as defined in compliance, and will continue to comply, with all the Investment Company Act SEC Requirements, including without limitation all approvals, authorizations, delegations, designations, determinations, procedures, guidelines, oversight and that it will indicate each "affiliate" as defined in the Investment Company Act record-keeping by instructing the Bank not to lend the Customer's Securities to such Borrower’s Board of Directors (or equivalent governing body) and/or the Adviser contemplated or required by the SEC Requirements. In particular, the Customer’s Board of Directors has approved this Agreement (including all exhibits), and the Customer’s Board of Directors, or the Adviser, acting within general guidelines established by the Board of Directors, has determined that the securities lending fees payable to enter into repurchase agreements USBAM are reasonable and based solely on Customer's behalf with such Borrower and/or its affiliates, the services to be rendered by completion of Exhibit B USBAM pursuant hereto.
(c) c. The Customer is aware that it is possible to loan portfolio securities without incurring the loan securities lending fees payable pursuant hereto by administering such a program itself, rather than hiring the BankUSBAM.
(d) d. The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement customer is identified not an “employee benefit plan” as defined in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information SheetERISA.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as that term is defined in the Investment Company Act of 1940 (the "1940 Act") and that it will indicate each Borrower that is an "affiliate," as that term is defined in the Investment Company 1940 Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or such instruction to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, be given by completion of Exhibit B A hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereofhereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer (the "Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulationsregulations and (ii) that the Customer has reviewed and understands the Offering Memorandum.
(gf) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Samples: Securities Lending Agreement (First American Investment Funds Inc)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A D and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth f01ih opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D E and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Securities Lending Agreement (ETF Series Solutions)
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "“investment company" ” as defined in the Investment Company Act and that it will indicate each "“affiliate" ” as defined in the Investment Company Act by instructing the Bank not to lend the Customer's ’s Securities to such Borrower, or to enter into repurchase agreements on Customer's ’s behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A D and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("“Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's ’s initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D E and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Samples: Securities Lending Agreement (Absolute Shares Trust)
Customer Representations and Warranties. (a) The 25.1. Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence;
(ii) No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Infinex (other than the security interest granted to Infinex hereunder) to any person without Infinex’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Infinex hereunder) without Infinex’s prior written consent; and
(iii) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and
(iv) Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and in the event that Customer becomes so employed, Customer will promptly notify us, at Infinex 's home office, in writing, of such employment; and
(v) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Infinex, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favour of Infinex or to protect Infinex’s interests with respect to any Collateral; and
(vi) Customer has read and understands the provisions contained in this Agreement, including, without limitation, Infinex’s Risk Disclosure Statement and Privacy Statement; and
(vii) Customer will review this Agreement; and
(viii) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(ix) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement by MDP on behalf and all other transactions contemplated hereunder, and performance of the Customer all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any provision of its statute, rule, regulation, ordinance, charter, bylaws by- law or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, policy applicable to the Customer; (iii) the . Customer has obtained all necessary authorizations, including those from may not use this account with Infinex for any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do soillegal activity.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The Customer represents By this Agreement, you represent and warrants warrant, and you will be deemed to have repeated each representation and warranty at the time of entering into each transaction, that: :
(i) all information provided to CFI is true and correct and is not misleading;
(ii) except as disclosed in writing to CFI, no one except you has an interest in any Account carried for you by CFI;
(iii) you have read and understand this Agreement and have the Customer has the required legal rightcapacity, power and authority to executeenter into this Agreement, deliver and perform to engage in transactions of the kind contemplated hereunder;
(iv) the performance of your obligations hereunder is not prohibited by any governing regulation, agreement or judicial or administrative order;
(v) if applicable, the persons executing this Agreement are duly authorized to sign this Agreement in your name;
(vi) you agree not to make any trade individually or in concert with others that exceeds position limits imposed on you by CFI, any market or exchange or Governing Regulations; and
(vii) you will not give or seek to give an order to CFI for a foreign exchange transaction (i.e., spots, forwards and options) without obtaining the agreement of CFI as to carry out all the following terms of each such trade: (X) specified amount of currency that is to be bought or sold; and (Y) the transactions contemplated hereby; specific exchange rate at which the specified amount of currency is to be bought or sold.
b) You further represent that you are not:
(i) an employee of any exchange,
(ii) the execution and delivery an employee of this Agreement by MDP on behalf any corporation in which any exchange owns a majority of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; capital stock,
(iii) a member of any exchange or employee of such a member,
(iv) a member of FINRA or employee of such a member,
(v) an employee of any bank, trust company or insurance company or
(vi) an individual engaged in the Customer business of dealing either as a broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper, unless you notify us to that affect. You agree that you will promptly notify us in writing if any of the information or representations contained in the Account Application or in this Agreement materially change or become inaccurate in any material aspect.
c) You further represent that no one except you (or the beneficial owner(s)) if signed in a representative capacity) has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including Account. If the consent or approval of Account is beneficially owned by any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer person who is a party Securities Exchange Act of 1934 Section 16 reporting person to a U.S. public company, you represent that no funds or which is otherwise known assets belonging to such U.S. public company or any affiliate of such U.S. public company, will be invested through the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do soAccount.
(bd) The Customer represents and warrants that it is We will ask you to sign the relevant US tax form before we accept an "investment company" as defined Instruction to Deal from you to Buy an Instrument in relation to Shares listed on the Exchanges in the Investment Company Act US. If you have not previously provided us with a valid US tax form and you already hold US Shares, we will ask you to complete the relevant US tax form. If you do not return the signed and completed US tax form before the date we specify (usually 30 days), we reserve the right to sell your US Shares. You have an ongoing obligation to inform us if your tax status changes. You acknowledge that, for Shares listed on the Exchanges in the US, we will reporting to IRS and that it will indicate each "affiliate" as defined in we are eligible to deduct applicable taxes to proceed with the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B heretocorresponding payments.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Shares Trading Terms & Conditions
Customer Representations and Warranties. (a) The 22.1 Customer represents and warrants that: (i) the • if Customer is a natural person, Customer is of sound mind, legal age and legal competence • No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Company (other than the legal rightsecurity interest granted to Company hereunder) to any person without Company’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Company hereunder) without Company’s prior written consent; and, power • Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and, • Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and authority in the event that Customer becomes so employed, Customer will promptly notify us, at Company 's home office, in writing, of such employment; and, • Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Company, in its sole discretion, deems necessary or desirable to executeevidence or perfect any security interest in favor of Company or to protect Company’s interests with respect to any Collateral; and, deliver • Customer has read and perform understands the provisions contained in this Agreement, including, without limitation, Company’s AML and KYC Policy, Refund and Return Policy, Privacy Policy and Risk Disclosure Statement and • Customer will review this Agreement; • Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and to carry out • Customer agrees to, and shall at all of the transactions contemplated hereby; (ii) times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement by MDP on behalf and all other transactions contemplated hereunder, and performance of the Customer all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any provision of its statute, rule, regulation, ordinance, charter, bylaws by-law or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, policy applicable to the Customer; (iii) the . Customer has obtained all necessary authorizations, including those from may not use this account with Company for any persons who may have an interest in the Securities, including the consent illegal activity. • Xxxxxxxx declares that he is not resident or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any citizen of the transactions contemplated hereby will not be in conflict withfollowing countries: USA, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the CustomerIsrael, including but not limited toPalestine, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do soJapan, Sudan, Syria, Yemen, Iran, North Korea.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 23.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by MDP Customer; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are has been duly authorized by Customer to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with AstraFX (other than the security interest granted to AstraFX hereunder) to any person without AstraFX’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to AstraFX hereunder) without AstraFX’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at AstraFX 's home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined AstraFX, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of AstraFX or to enter into repurchase agreements on Customer's behalf protect AstraFX’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, AstraFX’s Risk Disclosure Statement and Privacy Statement; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with AstraFX for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Xxxxxxxx; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Stone Cross (other than the security interest granted to Stone Cross hereunder) to any person without Stone Cross’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Stone Cross hereunder) without Stone Cross’s prior written consent; and,
(iv) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and in the event that Customer becomes so employed, Customer will promptly notify us, at Stone Cross 's home office, in writing, of such employment; and,
(vi) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Stone Cross, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Stone Cross or to protect Stone Cross’s interests with respect to any Collateral; and,
(vii) Customer has read and understands the provisions contained in this Agreement, including, without limitation, Stone Cross’s Risk Disclosure Statement, Order Execution Policy, Trading Conditions and Charges, Conflict of Interest Policy, Client Asset Key Information Document, Key Information Document and Privacy Statement; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is an "investment company" as defined in the Investment Company Act and deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf . Customer may not use this account with such Borrower and/or its affiliates, by completion of Exhibit B heretoStone Cross for any illegal activity.
(cxi) The Customer is aware agreed that it is possible where we have provided you with a key information document in respect of any Transaction as required under the regulation on key information documents for packaged retail and insurance-based investment products (1286/2014), you agree to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering us providing you with such key information document on our website (you may request a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet"paper copy of any key information document on our website) and that you have read the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the relevant key information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.document;
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Xxxxxxxx; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Bexchanges (other than the security interest granted to Bexchanges hereunder)toany person without Bexchanges’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Bexchanges hereunder) without Bexchanges’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at Bexchanges’s homeoffice, in writing, of suchemployment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined Bexchanges, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of Bexchanges or to enter into repurchase agreements on Customer's behalf protect Bexchanges’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, Bexchanges’s Risk Disclosure and Privacy Policy; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Xxxxxxxx agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of suchtransaction; and
(x) Customeragrees to, and shall at all times complywith all applicablelaws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with Bexchanges for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by MDP Customer; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are has been duly authorized by Customer to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with 24HMarkets (other than the security interest granted to 24HMarkets hereunder)to any person without 24HMarkets’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to 24HMarkets hereunder) without 24HMarkets’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at 24HMarkets’s homeoffice, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined 24HMarkets, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of 24HMarkets or to enter into repurchase agreements on Customer's behalf protect 24HMarkets’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, withoutlimitation,24HMarkets’s Risk Disclosure and Privacy Policy; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the timeof such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with 24HMarkets for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 25.1. Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence;
(ii) No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Tample (other than the security interest granted to Tample hereunder) to any person without Tample’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Tample hereunder) without Tample’s prior written consent; and
(iii) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and
(iv) Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and in the event that Customer becomes so employed, Customer will promptly notify us, at Tample 's home office, in writing, of such employment; and
(v) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Tample, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favour of Tample or to protect Tample’s interests with respect to any Collateral; and
(vi) Customer has read and understands the provisions contained in this Agreement, including, without limitation, Tample’s Risk Disclosure Statement and Privacy Statement; and
(vii) Customer will review this Agreement; and
(viii) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(ix) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement by MDP on behalf and all other transactions contemplated hereunder, and performance of the Customer all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any provision of its statute, rule, regulation, ordinance, charter, bylaws by- law or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, policy applicable to the Customer; (iii) the . Customer has obtained all necessary authorizations, including those from may not use this account with Tample for any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do soillegal activity.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Customer; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with CaptainFX (other than the security interest granted to CaptainFX hereunder) to any person without CaptainFX’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to CaptainFX hereunder) without CaptainFX’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at CaptainF X ’s home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined CaptainFX, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of CaptainFX or to enter into repurchase agreements on Customer's behalf protect CaptainF X ’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, CaptainFX ’s Risk Disclosure and Privacy Policy; and
(viii) Custom er will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with CaptainFX for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; Customer (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions transaction contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "''investment company" '' as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B A hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A C and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customerrespects.
Appears in 1 contract
Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so; and (vi) all recitals contained herein are true and correct in all respects.
(b) The Customer represents and warrants that it is a series of an "“investment company" ” as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing instruct the Bank not to lend the Customer's ’s Securities to such Borrowerany Borrower that is an “affiliate” of Customer, as defined in the Investment Company Act, or to enter into repurchase agreements on Customer's ’s behalf with any such Borrower and/or its affiliatesBorrower, such instructions to be provided by completion of Customer so indicating on Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("“Customer Information Sheet"”) and that the tax identification number of such Person is set forth opposite such Person's ’s name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's ’s initial Collateral Investment, as indicated on Exhibit D hereto; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Securities Lending Agreement (Carillon Series Trust)
Customer Representations and Warranties. Customer represents, warrants and covenants to Bank as follows:
(a) The Customer represents is duly organized, validly existing, and warrants that: (i) in good standing in the jurisdiction in which Customer has the legal rightis organized, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or is validly qualified in any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable jurisdiction where Customer does business and is required to be qualified except where the failure to be so qualified would not have a material adverse effect on Customer; ;
(iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (ivb) the execution, delivery and performance by Customer of this the Agreement and the carrying out of any use of the transactions contemplated hereby will not be in conflict with, result in a breach of Services have been authorized by all necessary entity and governmental action;
(c) the persons signing the Operational Instructions and any other Instructions or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known documents related to the Services on Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on ’s behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.;
(d) The the Agreement represents Customer’s legal, valid and binding obligation and is enforceable against Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.accordance with its terms;
(e) The all information provided to Bank on the Instructions, Operational Instructions, or otherwise related to the Services or Accounts is complete, accurate and up to date, including Customer’s legal entity type, state of organization, ownership, management and control persons as well as Customer’s legal name, address and contact information;
(f) unless Customer represents has notified Bank otherwise in writing, Customer is not insolvent or in receivership nor is Customer subject to any voluntary or involuntary bankruptcy proceeding or any assignment for the benefit of its creditors;
(g) the execution and warrants that performance of the Agreement and the use of the Services do not and will not violate in any material respect any Applicable Laws, Customer’s entity governing documents, or any material agreement by which Customer is bound;
(h) each Account Customer maintains with Bank and all use of the Services is maintained or used solely for a legitimate business or commercial purpose and not a personal, family or household purpose;
(i) it has reviewed and understands Customer is not (i) an “employee benefit plan” as defined in Section 3(3) of the offering memorandum or similar materials relating Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is subject to Customer's initial Collateral InvestmentPart 4 of Subtitle B of Title 1 of such Act; (ii) it will review and develop an understanding any “plan” as defined in Section 4975(e)(1) of the offering memorandum Internal Revenue Code of 1986, as amended; or similar materials (iii) any entity the assets of which are deemed to be assets of any such “employee benefit plan” or “plan” by reason of the Department of Labor’s plan asset regulation, 29 C.F.R. Section 2510.3- 101. In addition, Customer represents that the Transactions contemplated by the Agreement are not and will not be subject to the prohibited transaction rules of ERISA;
(j) the use of the Services does not and will not subject Bank, or Bank’s Service Providers, to the privacy and security requirements of the Health Insurance Portability and Accountability Act, as a business associate (defined at 45 CFR 160.103) or otherwise, unless Customer has notified Bank of such requirements and the parties have entered into a business associate agreement in a form reasonably acceptable to Bank;
(k) none of Customer’s employees are a national of a designated blocked country or “Specially Designated National,” “Blocked Entity,” “Specially Designated Terrorist,” “Specially Designated Narcotics Trafficker,” or “Foreign Terrorist Organization,” as defined by OFAC, or otherwise subject to any limitations or prohibitions under any Sanctions program; and
(l) Customer will not use the Services in connection with any future Collateral Investments; and restricted transactions (iiidefined at 12 C.F.R. 233.2) it will provide a Collateral Investment letter for acceptance including those in which credit, electronic fund transfers, checks or drafts are knowingly accepted by Bank in substantially the form attached hereto as Exhibit D and made a part hereof gambling businesses in connection with unlawful Internet gambling. Customer reaffirms these representations and warranties each Collateral Investmenttime it uses a Service and agrees to promptly notify Bank in writing if any representation or warranty made by Customer is no longer true.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Customer Representations and Warranties. (a) The 24.1 Customer represents and warrants that: :
(i) the if Customer has the is a natural person, Customer is of sound mind, legal right, power age and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the execution applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by MDP Customer;and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the has been duly authorised by Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(biii) The No person other than Customer represents has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with FXPN (other than the security interest granted to FXPN hereunder) to any person without FXPN’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to FXPN hereunder) without FXPN’s prior written consent; and,
(iv) Customer hereby warrants that it regardless of any subsequent determination to the contrary, Customer is suitable to trade OTC; and,
(v) Customer is not now an "investment employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company" as defined , and in the Investment Company Act event that Customer becomes so employed, Customer will promptly notify us, at FXPN's home office, in writing, of such employment; and,
(vi) Customer will execute and that it will indicate each "affiliate" deliver all documents, give all notices, make all filings and take such other actions as defined FXPN, in the Investment Company Act by instructing the Bank not its sole discretion, deems necessary or desirable to lend the Customer's Securities to such Borrower, evidence or perfect any security interest in favor of FXPN or to enter into repurchase agreements on Customer's behalf protect FXPN’s interests with such Borrower and/or its affiliates, by completion of Exhibit B hereto.respect to any Collateral; and,
(cvii) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants that (i) it has reviewed read and understands the offering memorandum provisions contained in this Agreement, including, without limitation, FXPN’s Risk Disclosure Statement and Privacy Statement; and
(viii) Customer will review this Agreement; and
(ix) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that in effecting any transaction it is deemed to represent that it has read and understands this Agreement as in effect at the time of such transaction; and
(x) Customer agrees to, and shall at all times comply with all applicable laws, statutes and regulations and Customer hereby declares that the execution and delivery by Customer of this Agreement and all other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or similar materials relating policy applicable to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection . Customer may not use this account with FXPN for any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investmentillegal activity.
(f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations.
(g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.
Appears in 1 contract
Samples: Customer Agreement
Customer Representations and Warranties. (a) The Customer represents and warrants that: (a). if Customer is a natural person, Customer is of sound mind, legal age and legal competence. (b). if Customer is not a natural person, :
(i) Customer is duly organized and validly existing under the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all applicable laws of the transactions contemplated hereby; jurisdiction of its organization;
(ii) the execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by MDP Customer; and
(iii) each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to performing the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of obligations contemplated under this Agreement and the carrying out of any of the all other transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement hereunder on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are Customer, has been duly authorized by Customer to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The No person other than Customer is aware that it is possible has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with MFM GROUP LTD (other than the security interest granted to loan portfolio securities MFM GROUP LTD hereunder) to any person without incurring MFM GROUP LTD’ prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.security interest granted to MFM GROUP LTD hereunder) without MFM GROUP LTD’prior written consent; and,
(d) The Customer represents and hereby warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice regardless of any subsequent determination to the Bank from the Customer ("Customer Information Sheet") contrary, Customers suitable to trade FOREX and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.a sophisticated institution and/or institutional participant; and,
(e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop is not now an understanding employee of any exchange, any corporation in which any exchange owns a majority of the offering memorandum capital stock, any member of any exchange and/or firm registered on any exchange, or similar materials any bank, trust, or insurance company, and in connection with any future Collateral Investmentsthe event that Customer becomes so employed, Customer will promptly notify us, at MFM GROUP LTD’ home office, in writing, of such employment; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment.and,
(f) The Customer represents will execute and warrants that the information contained deliver all documents, give all notices, make all filings and take such other actions as MFM GROUP LTD, in the attached Customer Information Sheet is complete and accurate its sole discretion, deems necessary or desirable to evidence or perfect any security interest in all respects as favor of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying MFM GROUP LTD or to protect MFM GROUP LTD’ interests with its obligations under applicable laws and regulations.
respect to any Collateral; and, (g) The Customer represents has read and warrants understands the provisions contained in this Agreement, including, without limitation, MFM GROUP LTD’ Risk Disclosure Statement and Privacy Statement; and
(h) Customer will review this Agreement each time it is amended; and (i) Customer will not affect any transaction in Customer’s account unless Customer understands this Agreement, and Customer agrees that all recitals contained herein are true in effecting any transaction it is deemed to represent that it has read and correct understands this Agreement as in all respects as they relate to effect at the Customer.time of such transaction; and
Appears in 1 contract
Samples: Client Agreement