Customer Representations & Warranties Sample Clauses

Customer Representations & Warranties. Customer represents and warrants that (i) it has the legal authority to enter into this Agreement, and
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Customer Representations & Warranties. Customer represents, warrants, and covenants to Supplier the following: (a) all information Customer provides to Supplier as part of the registration process or otherwise will be truthful, accurate and complete, irrespective of any independent verification or other determination made by Supplier; (b) Customer owns or controls the necessary rights and authority to grant the rights, and permissions made under this Agreement, and that the exercise of such rights, licenses and permissions by Supplier will not violate or otherwise infringe the rights of any third party;
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Customer Representations & Warranties. Customer hereby represents and warrants to Veracity that the following statements are true, correct, complete and accurate on and as of the Service Activation Date: 8.1 Customer’s primary residence or business address is in the United States. 8.2 Customer possess the legal right, capacity, and ability to enter into these Terms. 8.3 Customer will not use the Applications or Services in environments requiring fail-safe performance or in which the failure of the Applications or Services could lead directly to death, personal injury, or severe physical or environment damage. 8.4 The Registration Data, user name, contact information, Registered Location(s), and all other information provided in connection with Customer’s Veracity Account are true and correct at all times.
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Customer Representations & Warranties. In addition to, and without limiting the generality of, the warranties you make in the Master Agreement, you agree that all actions by you and as contemplated by this Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, comply in all material respects with this Agreement and any other related or ancillary agreement, as well as all applicable laws, rules, including the NACHA Rules, regulations, and regulatory guidelines. Further, with respect to each and every Entry you transmit, you represents and warrants to us and agrees that all Authorized User are duly authorized to engage in the transactions contemplated herein and that each person or entity shown as the Receiver on an Entry has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry and such authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein. You further warrant that Entries that you transmit to us are limited to those types of permitted credit and debit Entries as set forth herein, that you have performed your obligations under this Agreement in accordance with the NACHA Rules, all applicable laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered FinCEN; and any state laws, regulations, or orders applicable to the providers of ACH payment services. Further, you specifically acknowledge that you have received notice of the rules regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and you shall not be deemed to have paid the Receiver the amount of the Entry.
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Customer Representations & Warranties. Customer represents and warrants at its sole cost and liability that: (a) Customer is the true and lawful owner or licensee of the Customer Software and Custom Applications and has the full right and ability to use such Customer Software and Custom Applications as contemplated in this Agreement; (b) Customer’s use of Company controlled IP Addresses or use of the Services including any data transmitted, stored or received on the Services will not (i) violate any applicable laws, regulations or Company policies, (ii) cause a breach of any agreement with any third parties, or (iii) interfere with other Company customer’s use of any Company services or Company’s network; (c) Customer has, where applicable, obtained all necessary consents to conduct its business in compliance with the Canada Anti-Spam Law (“CASL”) and the Personal Information Protection and Electronic Documents Act or other similarly applicable federal or provincial/state statute, and; (d) Customer has the right to place Customer Hardware, if any, in the Facility for the purposes of receiving the Services as contemplated herein.
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Customer Representations & Warranties. Customer represents and warrants that (i) it has the legal authority to enter into this Addendum, and (ii) it will use the Services in accordance with the terms and conditions set forth in this Addendum and in compliance with all applicable laws, rules and regulations.
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Customer Representations & Warranties. Customer represents, warrants and covenants to Operator that (i) Customer is either the sole owner of, or is the sole lessee of, the Vehicle: (ii) Customer has the full authority to deliver the Vehicle to the Operator and to enter into this Agreement; (iii) THE VALUE OF THE VEHICLE IS EQUAL TO OR LESS THAN THE VALUATION OF THE VEHICLE AS SET FORTH IN APPENDIX “A”; and (iv) the Vehicle(s) is/are free and clear of any liens and encumbrances except for those held by Customer’s bank. A copy of the vehicle registration shall be submitted to Operator as a condition of this Agreement and said copy shall be attached as Exhibit “D”. Customer further warrants that the photographs attached as Exhibit “E” to this Agreement are true and correct representations of the Vehicle(s) as of the date of this Agreement.
Sample 1
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Customer Representations & Warranties. Customer represents, warrants, and covenants to Supplier the following: (a) all information Customer provides to Supplier as part of the registration process or otherwise will be truthful, accurate and complete, irrespective of any independent verification or other determination made by Supplier; (b) Customer owns or controls the necessary rights and authority to grant the rights and permissions to Supplier made under this Agreement, and the exercise of such rights and permissions by Supplier will not violate or otherwise infringe the rights of any third party; (c) Customer has the full authority to act on behalf of any and all owners of any right, title or interest in and to Customer’s API(s) that you provide to Supplier; (d) this Agreement been duly and validly authorized, accepted, agreed to, and delivered by Customer (or Customer’s authorized representative) and constitutes Customer’s legal, valid, and binding obligation, enforceable against Customer in accordance with the Terms and Conditions; and (e) the performance by Customer of this Agreement and Customer’s use of the Solution does not and will not conflict with or violate (1) any law, rule, regulation, order, judgment, decree, agreement, instrument, or obligation applicable to Customer, or (2) if you are an entity, any provision of Customer’s organizational or governing documents.
Sample 1
Customer Representations & Warranties. The Customer represents and warrants the following: (a) that it has the legal right to trade with Wholesale Metals and has not committed a crime, practiced unethical business, or otherwise transacted illegally; (b) that the product sold to Wholesale Metals is owned by the Customer and that there are no liens or claims on the product; (c) you are not insolvent and are not using funds with the intent of hindering, delaying, or defrauding any of your creditors; (d) you complied with local regulations for secondhand purchases, including holding and reporting requirements, if any; and (e) the Customer is currently, and will remain, in compliance with the USA Patriot Act.
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Related to Customer Representations & Warranties

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that: (i) Such Purchaser has the requisite power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to purchase the Securities in accordance with the terms hereof and thereof. (ii) The execution and delivery of the Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by the Purchaser's organizational documents and no further consent or authorization is required by the Purchaser. (iii) The Transaction Documents have been duly and validly executed and delivered by the Purchaser. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (b) The execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound. (c) The Purchaser is acquiring the Securities for investment for its own account, and not with a view toward distribution thereof, and with no present intention of dividing its interest with others or reselling or otherwise transferring or disposing all or any portion of either the Notes or Warrants. The undersigned has not offered or sold a participation in this purchase of either the Notes or Warrants, and will not offer or sell any interest therein. The Purchaser further acknowledges that the Purchaser does not have in mind any sale of either the Notes or Warrants currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined events or consequence; and that it has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of either the Notes or Warrants and is not aware of any circumstances presently in existence that are likely in the future to prompt a disposition thereof. (e) The Purchaser acknowledges that the Securities have been offered to it in direct communication between itself and the Issuer and not through any advertisement of any kind. (f) The Purchaser acknowledges that the Issuer has given it access to all information relating to the Issuer’s business that it has requested. The Purchaser has reviewed all materials relating to the Issuer's business, finance and operations which it has requested and the Purchaser has reviewed all of such materials as the Purchaser, in the Purchaser’s sole and absolute discretion shall have deemed necessary or desirable. The Purchaser has had an opportunity to discuss the business, management and financial affairs of the Issuer with the Issuer's management. Specifically but not by way of limitation, the Purchaser acknowledges the Issuer’s publicly available filings made periodically with the SEC, which filings are available at xxx.xxx.xxx and which filings the Purchaser acknowledges reviewing or having had the opportunity of reviewing. (g) The Purchaser acknowledges that it has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (i) evaluating the merits and risks of an investment in the Securities and making an informed investment decision in connection therewith; (ii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite period of time for Securities which are not transferable or freely tradable. The undersigned hereby agrees to indemnify the Issuer thereof and to hold each of such persons and entities, and the officers, directors and employees thereof harmless against all liability, costs or expenses (including reasonable attorneys’ fees) arising by reason of or in connection with any misrepresentation or any breach of warranties of the undersigned contained in this Agreement, or arising as a result of the sale or distribution of the Securities or the Common Stock issuable upon conversion of the Notes or exercise of the Warrants, by the undersigned in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other applicable law, either federal or state. This subscription and the representations and warranties contained herein shall be binding upon the heirs, legal representatives, successors and assigns of the Purchaser (h) The Purchaser is familiar with the definition of an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act and represents and warrants to the Issuer that it is an accredited investor as so defined. If the Purchaser is not a resident of the United States, the Purchaser is not a “U.S. person[s]” as that term is defined in Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended. (i) During the term of this Agreement and the other Transaction Documents, the Purchaser will comply with the provisions of Section 9 of the Exchange Act, and the rules and regulations promulgated thereunder, with respect to transactions involving the Common Stock. During the term of this Agreement and the other Transaction Documents, the Purchaser agrees not to sell the Issuer's Common Stock short or engage in any hedging transactions in the Issuer’s Common Stock, either directly or indirectly, through its affiliates, principals, agents or advisors. (j) The Purchaser is aware of the restrictions of transferability of both the Notes and the Warrants, and the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, and further understands and acknowledges that any certificates evidencing the Notes, the Warrants or the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants will bear the legends in substantially the following form: (k) The Purchaser understands and acknowledges that following the purchase of the Notes, the Warrants and any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, each may only be disposed of pursuant to either (i) an effective registration statement under the Securities Act or (ii) an exemption from the registration requirements of the Securities Act. (l) The Purchaser understands and acknowledges that the Issuer has neither filed a registration statement with the SEC or any state authorities nor agreed to do so, nor contemplates doing so in the future for the transactions contemplated by this Agreement or the other Transaction Documents, and in the absence of such a registration statement or exemption, the undersigned may have to hold the Notes, the Warrants and any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, indefinitely and may be unable to liquidate any of them in case of an emergency. (m) The Purchaser is purchasing the Notes and Warrants, and will acquire any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, for its own account for investment purposes and not with a view towards distribution and agrees to resell or otherwise dispose of any of the Notes or the Warrants, or any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, in accordance with the registration provisions of the Securities Act (or pursuant to an exemption from such registration provisions). (n) The Purchaser is not and will not be required to be registered as a "dealer" under the Exchange Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise. (o) The Purchaser understands and acknowledges that proceeds raised in connection with this Agreement will be used by Issuer for general working capital purposes, including without limitation, the payment of salaries and professional fees. (p) The Purchaser understands that it is liable for its own tax liabilities and has obtained no tax advice from the Issuer in connection with the purchase of the Securities. (q) The Purchaser will not pay or receive any finder’s fee or commission in respect of the consummation of the transactions contemplated by this Agreement.

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

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