Merchant Representations and Warranties a. You represent and warrant to Parafin that as of the Effective Date, and until full payment of the total Specified Amount and payment of the Capital Fee, except as referenced below:
i. Merchant will, at all times, have the power and authority to enter into and perform its duties and obligations under this Agreement. You have any documents required to facilitate the transactions contemplated by this Agreement. You have taken all necessary action to authorize their respective execution and delivery of, and performance under, this Agreement. You are not a party to any contract or aware of any existing situation that would prevent You from entering into or performing Your obligations under this Agreement.
ii. Should the undersigned be a representative of the Merchant, said representative warrants, in executing this Agreement, that they are authorized on behalf of the Merchant to do so, are at least 18 years of age, and have the legal capacity and all necessary authority to bind Merchant to this Agreement.
iii. Your Future Receivables (x) have not been sold as of the Effective Date of this Agreement, and (y) are not subject to any claims, charges, liens, restrictions, or security interests where the third party holding a security interest in Future Receivables is currently exercising its remedies.
iv. You have the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate Your properties and to conduct Your business. You possess and are in compliance with all permits, licenses, approvals, consents and any other authorizations from or by, and have made all filings with, and have given all notices to, all governmental departments, commissions, boards, bureaus, agencies or instrumentalities, domestic or foreign, having jurisdiction over Merchant (together, “Governmental Authorities”), to the extent necessary to conduct Your business. Merchant is validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization, or formation and is duly qualified under any applicable laws of any other jurisdiction in which Merchant does business.
v. The execution of this Agreement will not conflict with (x) any applicable federal, state, or local laws or regulations, (y) any agreements to which You are a party, and (z) Your articles or certificate of incorporation, bylaws, or other organizational documents.
vi. You have timely filed and paid, and will timely file and pay, all fed...
Merchant Representations and Warranties. With respect to each Contract purchased by AmeriFirst pursuant to this Agreement, Merchant represents and warrants as follows:
Merchant Representations and Warranties. Merchant represents and warrants to Household as of the Effective Date and throughout the term of this Agreement the following:
a. That each Card Sale will arise out of a bona fide sale of Goods by Merchant and will not involve the use of the Card for any other purpose.
b. That each Card Sale will be to a consumer for personal, family, or household purposes.
c. That Cardholder Applications will be available to the public (i) without regard to race, color, religion, national origin, sex, marital status, disability or age (provided the applicant has the capacity to enter into a binding contract); and (ii) not in any manner which would discriminate against an applicant or discourage an applicant from applying for the Card.
d. That it has full corporate power and authority to enter into this Agreement; that all corporate action required under any organization documents to make this Agreement binding and valid upon Merchant according to its terms has been taken; and that this Agreement is and will be binding, valid and enforceable upon Merchant according to its terms.
e. That it is not in violation of any covenants in any debt instruments to which it is a party as of the Effective Date of this Agreement.
f. Neither
(i) the execution, delivery and performance of this Agreement; nor (ii) the consummation of the transactions contemplated hereby will constitute a violation of law or a violation or default by Merchant under its articles of incorporation, bylaws or any organization documents, or any material agreement or contract and no authorization of any governmental authority is required in connection with the performance by Merchant of its obligations hereunder.
g. There are no proceedings or investigations pending, or, to the knowledge of Merchant, threatened, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Merchant or its properties: (i) asserting the invalidity of this Agreement or seeking to prevent the consummation of any of the transactions contemplated hereunder; or (ii) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the ability of Merchant to perform its obligations hereunder.
Merchant Representations and Warranties. On the date hereof and during the Term, Merchant represents, war- rants, and covenants that:
8.1.1 All representations and statements made by Merchant in this Agreement, or in any other relating document are true, accurate and complete in all material respects;
8.1.2 It is engaged in a lawful business and has all necessary rights and authorizations to sell and distribute its Products.
8.1.3 Merchant complies and will comply at its own expense with all Applicable Laws to Merchant’s business and use of the Services and Payment Card Industry Data Security Standard (PCI DSS).
8.1.4 Merchant will fulfil all of its obligations to Customers and will resolve all disputes with them.
8.1.5 Merchant will abide with all material terms of the policies, pro- cedures, and guidelines of MontyPay.
8.1.6 Merchant will not use the Services, directly or indirectly, for il- legal or unauthorized transactions or services, any fraudulent or illegal undertaking, or in any manner that interferes with the normal opera- tion of the Services.
Merchant Representations and Warranties a. Merchant is a company or corporation duly organized, validly existing and in good standing under the laws of the state listed in the Merchant Agreement and has all necessary corporate power and authority to enter into the transactions contemplated hereby.
x. Xxxxxxxx has all requisite power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The execution, delivery and performance by Xxxxxxxx of this Agreement and the consummation by Xxxxxxxx of its obligations hereunder of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Merchant. This Agreement, when executed and delivered by Xxxxxxxx, will constitute the valid and binding obligation of Merchant, enforceable against Merchant, in accordance with its terms.
c. Merchant warrants that at all times prior to a sale of such Products, Merchant shall have and maintain good and marketable title to each Product available for purchase from Merchant, free and clear of any lien, mortgage, pledge, encumbrance, or charge of any kind. Merchant further warrants that all Products made available for sale by Merchant are, to Merchants knowledge free from defects in material and workmanship under normal use and service, in good working order, operational as intended by the manufacturer of such Product, and with regard to previously unused Products or Products which have never been owned by an end user, that such Products are unopened and new.
d. If a Product is a USED OR REFURBISHED Product, Merchant warrants that any Product refurbishment was performed in a good and workmanlike manner, approved by the original Product manufacturer, and by an individual authorized by such manufacturer to perform such refurbishments, and that such used or refurbished Products are in good and working order at the time of such sale to PayTomorrow.
x. Xxxxxxxx is not involved in any dispute with any taxing authority, nor is Merchant deficient in any payment of any taxes or amounts owed by Merchant to any taxing authority.
x. Xxxxxxxx is not a party to any litigation, arbitration, or other legal proceedings currently ongoing, pending, or threatened against Merchant, nor does Merchant have any reason to believe that any such proceeding will be brought or threatened in the future.
g. Merchant has all permits, licenses, rights, registrations, and other approvals necessary to operate Merchant's business as currently operate...
Merchant Representations and Warranties. Merchant represents and warrants to Bank the following:
2.1 All representations, statements and information made/provided by Merchant or on Merchant's behalf herein, in the Merchant Application, or in any document relating hereto or thereto, are true, accurate and complete at the time of completion and Merchant will update such information to Bank from time to time and upon request of Bank.
2.2 This Agreement is valid, binding, and enforceable against Merchant in accordance with its terms.
2.3 Each Covered ATM is serviced by an ISO.
2.4 Merchant is duly organized, validly existing, and is in good standing under the laws of the State where licensed or registered and is authorized to do business in each state in which the nature of Merchant's activities make such authorization necessary or required.
2.5 The execution, delivery and performance of this Agreement by Merchant are not in conflict with Merchant's articles of organization, by-laws, or any agreement, contract, lease or obligation to which Merchant is a party or by which it is bound and Merchant has the full power and authority to execute and deliver this Agreement and perform all its obligations hereunder.
2.6 Merchant is engaged in the business as denoted in the attached Merchant Application.
2.7 Neither Merchant nor any Principal of Merchant has been the subject of any of the following which has not been disclosed to the Bank:
a. Criminal conviction (except minor traffic offences and other xxxxx offenses):
b. Administrative or enforcement proceeding commenced by the Securities and Exchange Commission, or any other state or federal regulatory agency; or
c. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practice on the part of Merchant or any principal thereof.
Merchant Representations and Warranties. Merchant represents and warrants to Household as of the Effective Date and throughout the term of this Agreement the following:
a. That each Card Sale will arise out of a bona fide sale of Goods by Merchant and will not involve the use of the Card for any other purpose.
b. That each Card Sale will be to a consumer for personal, family, or household purposes.
Merchant Representations and Warranties. Merchant hereby represents, warrants and covenants that:
(a) it will immediately notify Camdens of any adverse or unexpected results or any actual or potential government action relevant to a Product, or any changes to or discontinuation of any Product;
(b) it will keep for two (2) years after termination of this Agreement records of all Product shipments and the details of Recipients sufficient to adequately administer a recall of any Product or otherwise comply with any legal or contractual requirement, and will fully cooperate in any decision by Merchant or any third party (including any government or court) to recall, retrieve and/or replace any Product;
(c) it will keep Camdens informed as to any problems encountered with the Products and any resolutions arrived at for those problems;
(d) none of the Products, Product Materials or the Marks infringe upon or misappropriate any third party's rights in and to any patents, copyrights, trade secrets, trademarks, service marks, design rights, rights of privacy, or any other proprietary rights; Merchant shall also promptly notify Camdens of any such infringement or misappropriation;
(e) except as expressly permitted in Section 20 below, Merchant shall not, and shall require that the Distributors not, directly solicit or otherwise contact any Customers or Recipients for any reason other than the performance of Merchant's obligations under this Agreement; and
(f) the Products, when shipped by Merchant, conform to all Merchant Product specifications and warranties, all applicable laws, rules and regulations and to all industry norms and are fit for the particular purpose for which they are sold.
(g) that (i) the computer systems, digital devices, software, and components of the foregoing ("SYSTEMS") that are used by Merchant in the performance of its obligations hereunder, and that primarily or incidentally process dates, will not produce erroneous results, fail to function, or affect their performance due to erroneous, incomplete, inadequate, imprecise, or ambiguous entry storage, interpretation, retrieval, or reporting of year date data ("YEAR 2000 DEFECTS") and (ii) that Merchant has audited its Systems and the Systems of its suppliers, licensors, Distributors and sub-contractors for Year 2000 Defects, and has determined that all such Systems are free from Year 2000 Defects that could affect Merchant's ability to provide, or the actual provision of, the services and products to be provided by Merchant under ...
Merchant Representations and Warranties. Merchant represents and warrants to Household as of the Effective Date and throughout the term of this Interim Agreement the following:
(a) That each Card Sale will arise out of a bona fide sale of Goods by Merchant and will not involve the use of the Card for any other purpose.
(b) That each Card Sale will be to a consumer for personal, family, or household purposes.
(c) That Cardholder applications will be available to the public (i) without regard to race, color, religion, national origin, sex, marital status, disability or age (provided the applicant has the capacity to enter into a binding contract) and (ii) not in any manner which would discriminate against an applicant or discourage an applicant from applying for the Card.
(d) That it has full corporate or other power and authority to enter into this Interim Agreement; that all corporate or other action required under any organization documents to make this Interim Agreement binding and valid upon Merchant according to its term has been taken; and that this Interim Agreement is and will be binding, valid and enforceable upon Merchant according to its terms.
(e) Neither (i) the execution, delivery and performance of this Interim Agreement, nor (ii) the consummation of the transactions contemplated hereby will constitute a violation of law or a violation or default by Merchant under its articles of incorporation, bylaws or any organization documents, or any material agreement or contract and no authorization of any governmental authority is required in connection with the performance by Merchant of its obligations hereunder.
(f) Merchant has and will retain all licenses required by local or state law to conduct its business and to perform its obligations under this Interim Agreement.
Merchant Representations and Warranties. Merchant hereby represents and warrants that it is qualified to participate in each EBT Program it has selected in accordance with all applicable laws, regulations, rules, and administrative guidelines related to such EBT Program, including without limitation any Network rules, laws pertaining to delivery of services to EBT recipients and recipient confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, and regulations issued by the Department of Agriculture pertaining to the Food Stamp Program. Merchant represents and warrants that it has obtained any and all consents, approvals, certifications or other evidence of authority, and has properly executed and delivered any and all applications, agreements or other documents necessary to participate and to allow (NAME OF WHOLESALER) to process and settle transactions on its behalf in each such EBT Program. Merchant shall cooperate with (NAME OF WHOLESALER) in obtaining any further consents, approvals, certifications or other evidence of authority, and executing and delivering any further applications, agreements or other documents that may be required from time to time in connection with Merchant's participation in each EBT Program and (NAME OF WHOLESALER) provision of services hereunder.
