Common use of Customer Representations Clause in Contracts

Customer Representations. Customer represents and warrants that as of the date hereof, and covenants that for so long as this Agreement is in effect that: (a) Customer has and will have all necessary power and authority to perform its obligations hereunder and to borrow money (including short term or intraday borrowings in order to settle transactions prior to the receipt of covering funds), xxxxx x xxxx as contemplated by Section 5, and to enter into foreign exchange transactions; (b) the execution and delivery by Customer of this Agreement, and the performance by Customer of its obligations under this Agreement, have been and will be duly authorized by all necessary action, corporate or otherwise, and does not and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it or any of its assets may be bound or affected; (c) this Agreement constitutes and will constitute a legal, valid and binding obligation of Customer, enforceable against it in accordance with its terms; and (d) as of the date hereof, none of Customer’s assets constitute, and at all times, none of Customer’s assets will constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited transaction sections of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended (the “Code”) or any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.