Customer’s Representations and Warranties. Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.
Customer’s Representations and Warranties. Customer represents and warrants that (a) Customer has full right, power and authority to enter into this Agreement, and the person executing this Agreement on behalf of Customer is authorized to do so; (b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (c) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through Xxxxxx Xxxxxxx; (d) transactions entered into pursuant to this Agreement will not violate any applicable law (including any Applicable Law) to which Customer is subject or any agreement to which Customer is subject or a party; and (e) all information provided by Customer in the Account Application preceding this Agreement (which Application and the information contained therein hereby is incorporated into this Agreement) is true and correct and Customer shall immediately (and in no event later than within one business day) notify Xxxxxx Xxxxxxx of any change in such information.
Customer’s Representations and Warranties. Customer represents and warrants that (a) Customer has full right, power and authority to enter into this Agreement, and the person executing this Agreement on behalf of Customer is authorized to do so; (b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (c) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through Morgan Stanley; (d) transactions entered into pursuant to this Agrexxxxx wxxx xxx violate any applicable law (including any Applicable Law) to which Customer is subject or any agreement to which Customer is subject or a party; and (e) all information provided by Customer in the Account Application preceding this Agreement (which Application and the information contained therein hereby is incorporated into this Agreement) is true and correct and Customer shall immediately (and in no event later than within one business day) notify Morgan Stanley of any change in such information.
Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that:
(a) If a natural person, Customer is of sound mind, legal age (18 in the USA) and legal competence.
(b) If not a natural person (that is, if Customer is a corporation, LLC or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization.
(c) 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 Contracts and other transactions contemplated hereunder have been duly authorized by Customer and are legally binding.
(d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so.
(e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer.
(f) Customer has full beneficial ownership of Customer’s Account. Customer has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider 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 Service Provider hereunder) without prior written consent of Service Provider.
(g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider int...
Customer’s Representations and Warranties. 8.2.1 Customer represents and warrants that, without the written consent of LST, Customer will not sublicense any right granted herein to any third party, except as provided in this Agreement.
8.2.2 Customer will not modify, adapt, translate, reverse engineer, decompile, disassemble, or sell or create derivative works based on the CViConnect Platform, in whole or in part, nor modify, adapt, translate or create derivative works based on the CViConnect Platform, in whole or in part, without the prior written consent of LST.
Customer’s Representations and Warranties. 12.1 The Customer represents and warrants that:
(a) the Customer is qualified to operate the Equipment and has obtained all necessary licenses, certifications, credentials, and permits required for operation of the Equipment;
(b) only persons qualified to operate the Equipment will operate the Equipment under the Customer’s direct supervision;
(c) the Customer will use the Equipment for its intended use only in accordance with the manufacturer’s specifications, any use guidelines, conditions or requirements available for the Equipment and in accordance with good practice and any applicable industry standards or guidelines (including from WorkSafe NZ), legislation, regulations and bylaws;
(d) the Customer or any other persons operating the Equipment will not consume or be under the influence of any alcohol or illegal drugs whilst operating the Equipment;
(e) the Customer is familiar with the manufacturer’s specifications for the Equipment as contained in the manufacturer’s operation and maintenance manual or other similar guide or manual provided to the Customer with the Equipment” the Manual”;
(f) if a logbook is provided with the Equipment, the Customer will complete all required entries in the log book during the Rental Period;
(g) the Customer is qualified and able to perform any routine maintenance required or recommended in the Manual, and will perform, at Customer’s expense, any such required or recommended maintenance in the manner and at the intervals specified or recommended by the manufacturer or required by EquipmentShare in its sole discretion;
(h) the Customer will not use the Equipment in a manner that is likely to result in anything other than ordinary wear and tear of the Equipment;
(i) the Customer is capable of and qualified to inspect the Equipment to determine its condition, state of repair, whether it is in good working order, safe to use and suitable for Customer’s intended use and that Customer will perform such an inspection on every occasion before attempting to use the Equipment;
(j) if at any time the Equipment is involved in an accident, suffers a malfunction, becomes unsafe, or is damaged the Customer will immediately cease using the Equipment and notify EquipmentShare;
(k) the Customer will take all practical steps to comply with all applicable Health and Safety legislation, regulations, site rules and site procedures when in possession of the Equipment; and
(l) the Customer has read and understood EquipmentShare’s Terms of Us...
Customer’s Representations and Warranties. As a material inducement to entering into this Agreement, Customer represents and warrants to Gexa as follows: (a) it is a duly organized entity and is in good standing under the laws of Texas; (b) the execution and delivery of the Agreement are within its powers, have been duly authorized by all necessary action, and do not violate the terms or conditions of contracts it is party to or laws applicable to it; (c) performance of this Agreement will be duly authorized by all necessary action and will not violate the terms or conditions of contracts it is party to; (d) as of the date sales of electricity by Gexa to Customer under the Agreement start, Customer will have all regulatory authorizations necessary for it to legally perform its operations and such performance will not violate the terms or conditions of contracts it is party to or laws applicable to it; (e) this Agreement is a legal, valid, and binding obligation of Customer enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and other laws affecting creditor's rights generally, and with regard to equitable remedies, subject to the discretion of the court before which proceedings to obtain the same may be pending; (f) there are no bankruptcy, insolvency, reorganization, receivership, or other similar proceedings pending or being contemplated by it, or to its knowledge threatened against it; (g) there are no suits, proceedings, judgments, rulings, or orders by or before any court or any government authority that could materially adversely affect its ability to perform the Agreement; and (h) as of the Effective Date and throughout the Term, there is no other contract for the purchase of electricity by Customer for the ESI ID(s), or, if such a contract presently exists, that it will terminate prior to delivery under this Agreement.
Customer’s Representations and Warranties. Customer represents and warrants that it has the right to enter into this License Agreement, that Customer is a corporation duly organized and existing (and in good standing) under the laws of the country or state of its incorporation and has the power and authority (corporate or otherwise) to execute and deliver this License Agreement.
Customer’s Representations and Warranties. At the time of entering into this Agreement and again upon the entry into any Contracts or transactions under this Agreement, Customer represents, warrants and covenants that (a) Customer has full right, power and authority to enter into this Agreement, and the person executing this Agreement on behalf of Customer is authorized to do so; (b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (c) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through Mxxxxx Sxxxxxx; (d) performance of this Agreement and of transactions entered into pursuant to this Agreement will not violate any Applicable Law to which Customer is subject or any agreement to which Customer is subject or a party, except to the extent such violation does not cause a material adverse effect to the Customer’s business; (e) performance of this Agreement and of transactions entered into pursuant to this Agreement will comply with Customer’s Constitutive Documents, except to the extent such failure to comply does not cause a material adverse effect to the Customer’s business; (f) all of Customer’s information in the Account Application preceding this Agreement (which Application and the information contained therein is hereby incorporated into this Agreement) is true and correct in all material respects and Customer shall promptly notify Mxxxxx Sxxxxxx of any material change in such information; (g) if Customer is domiciled or resident in any Province of Canada, Customer is (i) a company or person, other than an individual, that is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 — Prospectus and Registration Exemptions; or (ii) a person or company deemed to be a “designated institution” under subsection 204(1) of Ontario Regulation 1015 — General Regulation made under the Securities Act (Ontario); (h) if Customer is domiciled or resident in the Province of Québec, Canada, Customer is an “accredited counterparty” under Section 3 of the Québec Derivatives Act; (i) to the extent required under Applicable Law as a regulatory prerequisite to the execution or clearing of any Contract for its Account, Customer is an “eligible contract participant” as defined under Section 1a(18) of the CEA and (j) if Customer enters into any OTC agricultural swap transaction for the purpose of clearing such transaction in the Account, Customer is and will remain during the...
Customer’s Representations and Warranties. Customer represents, warrants and covenants that: (i) it shall comply with good business practices and all laws and regulations relevant to this Agreement or the subject matter hereof, (ii) it shall use the then current names used by Seller for the Products, provided that all advertisements, promotional materials, packaging and anything else bearing any trademark of Seller's shall identify Seller as the trademark owner and shall be subject to Seller's prior written approval and (iii) it shall comply with all export laws, restrictions, national security controls and regulations of the United States or other applicable foreign agency or authority, and not to export or re-export, or allow the export or re-export of any Product or Proprietary Information of Seller or any direct product thereof in violation of any such restrictions, laws or regulations, or without all required licenses and proper authorizations, any Group D:I or E:2 country (or national of such country) specified in the then current U.S. Export Administration Regulations (or any successor supplement or regulations).
