Except for Debts You Tell Sample Clauses

Except for Debts You Tell. Us about separately under Conditions 2.2 or 6.1(D), by Telling Us about a Debt You warrant that:- (A) the Transaction (if any) creating that Debt and the Debt itself are genuine, lawful, valid and binding, made on Your Payment Terms and:- (i) the goods have been delivered to the Customer and the services have been completely carried out which are the subject of that Transaction or Debt or both and no other person has any Other Interest in such goods, services, Transaction or Debt; (ii) the Debt is not an Excluded Debt; (iii) the Debt relates to an established place of business which the Customer has in the UK or, if We have agreed to buy Your Export Debts, in an Accepted Country; (iv) You have given Us complete and accurate details of the Transaction and the Debt; (v) the Customer which owes the Debt is not Insolvent; and (vi) the Debt is one to which this Agreement applies; (B) You own the Debt and can lawfully transfer ownership of it to Us free of any Other Interest save Our own interest; (C) before this Agreement was made You told Us in Writing everything You knew or ought to have known might influence Us in deciding to enter it (on its terms or at all) or in accepting any person as Guarantor and that You will tell Us at once of anything which might change any such decision; (D) all Accounts Information and other financial information about Your business or that of an Associate or Guarantor given to Us before the Start Date or which You give to Us while this Agreement continues are, and will be, accurate and fairly represent the financial position of the person to which they relate; (E) if, as We may, We require You to get a credit insurance policy and to assign to Us the benefit of such policy:- (i) You will sign and deliver to Us the documents necessary for such assignment; (ii) the proposal You sent to the insurer upon the basis of which the policy was issued was complete and correct in every way; (iii) You have disclosed to the insurer all information which You know or ought to know might influence the insurer in providing cover under the policy and will continue to do so while this Agreement continues; (iv) You have fully complied with the policy, there have been no acts or omissions which might invalidate it and You will deliver the original policy to Us if We ask; (v) the policy will cover all Debts owned by or held in trust by You for Us and You will promptly make and recover all claims relating to Debts which You have the right to make under t...
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Except for Debts You Tell. Us about separately under Conditions 2.2 or 6.1(D), by Telling Us about a Debt You warrant that:- (A) the Transaction (if any) creating that Debt and the Debt itself are genuine, lawful, valid and binding, made on Your Payment Terms and:- (i) the goods have been delivered to the Customer and the services have been completely carried out which are the subject of that Transaction or Debt or both and no other person has any Other Interest in such goods, services, Transaction or Debt; (ii) the Debt is not an Excluded Debt; (iii) the Debt relates to an established place of business which the Customer has in the UK or, if We have agreed to buy Your Export Debts, in an Accepted Country; (iv) You have given Us complete and accurate details of the Transaction and the Debt; (v) the Customer which owes the Debt is not Insolvent; and (vi) the Debt is one to which this Agreement applies; (B) You own the Debt and can lawfully transfer ownership of it to Us free of any Other Interest save Our own interest;
Sample 1
Except for Debts You Tell. Us about separately under Conditions 2.2 or 6.1(D), by Telling Us about a Debt You warrant that- (A) the Transaction (if any) creating that Debt and the Debt itself are genuine, lawful, valid and binding, made on (i) the goods have been delivered to the Customer and the services have been completely carried out which are the subject of that Transaction or Debt or both and no other person has any Other Interest in such goods, services, Transaction or Debt; (ii) the Debt is not an Excluded Debt; (iii) the Debt relates to an established place of business which the Customer has in Ireland or, if We have agreed to buy Your Export Debts, in an Accepted Country;
Sample 1

Related to Except for Debts You Tell

  • REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

  • Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Representations Warranties Exclusive Remedies and Disclaimers Mutual Indemnification

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser's assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator. b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party. c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing. e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website. f. The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services. g. The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

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