Common use of Customer Representations Clause in Contracts

Customer Representations. Customer hereby represents and warrants that: (a) It is a California school district duly organized, validly existing and in good standing under the laws of the state of California and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action by the Customer’s Board of Trustees; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement (i) conflicts with, breaches or contravenes the provisions of any contractual obligation of Customer, or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement other than with its existing utility provider; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool.

Customer Representations. 8.1 Customer hereby represents and warrants to WorldPay and the Bank that: (a) It is a California school district duly organized, validly existing and in good standing under the laws of the state of California and has all requisite full legal power and authority to enter into this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the transactions contemplated herebythat such actions have been duly authorized by Customer; (b) The execution Its electronic acceptance by clicking “I agree” or words of similar import constitutes a valid and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action by the Customer’s Board of Trusteesbinding Agreement; (c) This Agreement is a constitutes the legal, valid and binding obligation obligations of Customer Customer, enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No Governmental Approval (The transactions transmitted to WorldPay for processing and to the Bank for settlement will represent the indebtedness of the cardholder in the amount set forth therein for goods sold or services rendered and shall not involve any element of credit for any other than any Governmental Approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due coursepurpose; (e) Neither the execution and delivery of this Agreement Customer shall not transmit Transaction Card information representing sales made by Customer nor compliance by Customer with any of the terms and provisions of this Agreement (i) conflicts with, breaches individual or contravenes the provisions of any contractual obligation of Customer, or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of entity other than Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision represents that all of the services at disclosures made during the Site contemplated application process or other information submitted to be provided by Provider the Bank and WorldPay, including, without limitation, the processing assumptions submitted, Customer’s Internal Revenue Service Tax Identification Number (EIN or SSN) and the business name under this Agreement other than with its existing utility providerwhich Customer files taxes are true, accurate and complete and do not omit any information necessary to make such disclosures not misleading to the Bank and WorldPay; and (g) None As to each transaction receipt delivered to the Bank, and as to the transaction evidenced thereby, the transaction receipt represents a bona fide sale or lease of goods or services or both, originated by Customer in compliance with this Agreement and the Rules; all transaction receipts are free from any alteration not authorized by the cardholder; the transaction is in compliance with all applicable laws, rules, and regulations; the indebtedness represented by the transaction receipt has not been pledged as collateral for payment of any indebtedness or obligation of Customer or any other person; and Customer has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of the electricity subject transaction receipt, and the transaction evidenced thereby, is in any manner impaired. If a claim or demand is received from a third party by WorldPay or the Bank, indicating that such third party is entitled to all or part of the funds payable by WorldPay or the Bank to Customer pursuant to this Agreement, and such claim includes documentation that appears to support such claim or demand in WorldPay’s and Bank’s commercially reasonable discretion, WorldPay or the Bank shall be generated entitled to hold (or interplead into a court of competent jurisdiction ) all such funds until the valid owner of the funds is determined, either by WorldPay and Bank (in their commercially reasonable discretion) or by a court of competent jurisdiction. Neither WorldPay nor Bank shall be liable for any damages for taking any action in accordance with the Provider will be used to generate energy for the purpose of heating a swimming poolforegoing sentence.