Merchant’s Representations and Warranties. Merchant represents and warrants that: (a) all information contained in the Merchant Application or any other documents delivered to Provider in connection therewith is true and complete and properly reflects Merchant's business, financial condition and principals, partners, owners or officers (as applicable); (b) Merchant has power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of Law, or conflict with any other agreement to which Merchant is subject; (c) Merchant holds all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; and (d) there is no action, suit or proceeding at law or in equity now pending or, to Merchant's knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations.
Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) Merchant has fully complied with this Merchant Agreement and all applicable Laws and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition or management; (k) Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines that
Merchant’s Representations and Warranties. Merchant represents and warrants to FORTE that:
7.2.1 If applicable, Merchant represents and warrants that with respect to all Transactions originated by FORTE on behalf of Merchant that
(i) each Transaction in all respects has been properly authorized by Receiver; (ii) each Transaction is for an amount agreed to by the Receiver and; (iii) Merchant shall provide proof of authorization in compliance with applicable Rules for any Transaction to FORTE upon request within five (5) Business Banking Days.
7.2.2 Merchant agrees to adhere to the warranties within the applicable Rules for each Transaction FORTE processes on Merchant’s behalf.
Merchant’s Representations and Warranties. Merchant represents and warrants to Forte that:
10.2.1 Merchant’s agreement to license Forte's products and services and to engage Xxxxx to perform the Services hereunder does not violate any agreement or obligation between Merchant and any third party.
10.2.2 To the best of Xxxxxxxx’s knowledge, neither any information delivered by Xxxxxxxx to Forte in support of the Agreement nor Xxxxxxxx’s performance of its obligations hereunder will infringe on any copyright, patent, trade secret or other proprietary right held by any third party.
10.2.3 None of the activities for which Xxxxxxxx has engaged the services of Forte shall violate any international, federal, state, or local law or regulation. Neither Merchant nor any of its affiliates will use the Forte products and/or services for (i) any unlawful, fraudulent, libelous, defamatory, threatening, abusive or otherwise objectionable usage of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations.
10.2.4 When executed and delivered by Xxxxxxxx, the agreement with Forte will constitute the legal, valid, and binding obligation of Merchant, enforceable in accordance with its terms.
10.2.5 If applicable, Merchant represents and warrants that with respect to all ACH Transactions originated by Xxxxx on behalf of Merchant that (i) each Receiver has authorized the debiting and/or crediting of its account (ii) each Transaction is for an amount agreed by the Receiver and (iii) each Transaction is in all other respects properly authorized (iv) Merchant shall provide proof of authorization for any Transaction to Forte upon request within five (5) Business Banking Days.
10.2.6 Merchant agrees to adhere to the several warranties specific to each SEC Code as set forth in the ACH Operating Rules, a copy of which may be purchased through Forte or is available from your local Regional Payments Association or NACHA.
Merchant’s Representations and Warranties. The Merchant represents and warrants that, at all times while this agreement is in force:
a. The Merchant is engaged in a lawful business and is duly licensed under the laws of the State, County and City where the Merchant's premises are located to conduct such business.
b. No financial institution or governmental agency has ever terminated the authority of the Merchant (under its current or former business names), its owners, officers or managers to conduct, effect, participate in or make any deposit in connection with any debit or bankcard sales.
c. On the date that each transaction is made by a Cardholder through the Connect Card Program, the Merchant knows of no defense, right of setoff, claim or counterclaim (collectively a “counterclaim”) which the Cardholder has or can assert against the Merchant in connection with such transaction, and the Merchant will indemnify, defend and hold the University harmless from and against any such counterclaim or any other claim arising by reason thereof.
Merchant’s Representations and Warranties. You represent and warrant:
(a) that you are fully authorized to enter into this Agreement and to perform hereunder;
(b) that this Agreement constitutes a valid and binding obligation;
(c) that you are solvent and in good standing in the State of your formation;
(d) that your Receivables are and will be in the future bona fide and existing obligations of your Customers arising out of your sales of goods and/or services, free and clear of all security Interests, liens or claims of any kind whatsoever of third parties;
(e) that you have a valid Credit Agreement with your Customer or have Identified each Customer with whom you do not have an existing written Credit Agreement; and
(f) that your inventory is not subject to any security interests, liens or encumbrances of any kind whatsoever, and that you will not permit it to become so encumbered without our prior written consent.
(g) you will have made delivery of the goods or tendered the services to which the receivable relates, that the documentation pertaining to the sale is valid and genuine, and that the goods or services have been accepted by the Customer;
(h) you will have preserved and will continue to preserve any liens and any rights to liens available by virtue of [he sale of goods or services;
(i) the Customer will not be affiliated with you;
(j) you will have no knowledge of any dispute or potential dispute that might impair the validity of the transaction or the Customer's obligation to pay the related Receivable in accordance with its terms;
(k) you have the right to render the services or to sell the goods creating the Receivable, and will have done so in accordance with any applicable laws; and
(1) you will have paid, or provided for the payment of, all taxes arising from the transaction creating the Receivable.
Merchant’s Representations and Warranties. (a) Merchant represents and warrants that none of Merchant, any of its Affiliates, or any of their respective officers, directors, owners, employees, representatives or agents (the “Merchant Affiliated Parties”) is or has engaged in, been charged with or indicted for, or convicted of, any “criminal activity” as defined in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law, available at xxxxx://xxx-xxx.xxxxxx.xx/xxx/dir/2018/1673/oj. Subject to this definition, for these purposes, “criminal activity” generally means any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU Member States that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
(b) Merchant represents and warrants that it is not (i) established for VAT purposes or (ii) registered for VAT purposes in any of the Selected Countries, nor that it is in the process to do so, unless such establishment or registration is agreed to in writing by Avalara. Merchant will take all actions requested by Avalara to transition any prior VAT registrations to enable Avalara to provide Avalara Fiscal Representation. Unless separately notified to Avalara in writing prior to entering into these Terms, Merchant represents and warrants that it has no tax liability in each Selected Country.
Merchant’s Representations and Warranties. 15.2.1 Merchant’s agreement to license Forte's products and services and to engage Forte to perform the Services hereunder does not violate any agreement or obligation between Merchant and any third party.
15.2.2 To the best of Merchant’s knowledge, neither any information delivered by Merchant to Forte in support of these Terms and Conditions nor Merchant's performance of its obligations hereunder will infringe on any copyright, patent, trade secret or other proprietary right held by any third party.
15.2.3 None of the activities for which Merchant has engaged the services of Forte shall violate any international, federal, state, or local law or regulation, including but not limited to laws relating to consumer non-public financial information.
15.2.4 When executed and delivered by Merchant, these Terms and Conditions with Forte will constitute the legal, valid, and binding obligation of Merchant, enforceable in accordance with their terms and subject to the Master Agreement.
Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Moolah/Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for
Merchant’s Representations and Warranties. MERCHANT hereby represents and warrants to "PREP&SHIP" that:
(a) It is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(b) It is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement;
(c) It has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
(d) The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the MERCHANT;
(e) When executed and delivered by each of "PREP&SHIP" and MERCHANT, this Agreement will constitute the legal, valid and binding obligation of MERCHANT, enforceable against MERCHANT in accordance with its terms; and
(f) To the best of MERCHANT’s knowledge, it is in material compliance with all laws applicable to this Agreement, the Products and the operation of its business.
