Common use of Merchant’s Warranties Clause in Contracts

Merchant’s Warranties. Merchant represents, warrants and covenants that: (a) all information contained in the Merchant Application or any other documents delivered to Peoples Trust in connection therewith is true and complete and properly reflects Merchant’s business, financial condition and principal partners, owners and officers; (b) Merchant has power to execute, deliver and perform the Merchant Agreement, and the Merchant 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; (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 or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into of the Merchant Agreement; during the term of the Merchant Agreement, (e) each Sales Draft presented to Peoples Trust for collection will be genuine and will not be the result of any fraudulent or prohibited Transaction or will not be presented on behalf of any business other than Merchant as authorized by the Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Peoples Trust’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules, under any applicable consumer protection legislation or any other relevant provincial or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples Trust.

Merchant’s Warranties. Merchant represents, hereby warrants and covenants that: (a) all information contained represents: a. Merchant is a corporation, duly and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and is in good standing in the Merchant Application or any jurisdiction in which the Stores are located. (i) This Agreement and all other documents delivered to Peoples Trust executed by Merchant in connection therewith is true accordance with this Agreement are the valid and complete and properly reflects Merchant’s business, financial condition and principal partners, owners and officersbinding obligations of Merchant enforceable in accordance with their terms; (bii) Merchant has power taken all necessary corporate action required to executeauthorize the execution, deliver performance and perform delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein. c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant Agreementor the Merchandise is bound which would materially interfere with the transactions herein, and as of the Merchant Agreement is duly authorized, and will not violate any provisions date 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; (d) execution herein there is no action, suit suit, claim, legal, administrative or proceeding at law arbitral proceedings (whether or not the defense thereof or liabilities in equity now pending or, to Merchant’s knowledge, threatened respect thereof are covered by or insurance) against or affecting the Merchant which would substantially impair its right or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise to any such action, suit, claim or legal, administrative or arbitral proceeding or investigation. i. The Retail Value of the Merchandise shall be not less than Five Million Seven Hundred Thousand Dollars ($5,700,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant Agreement; during the term represents and warrants that it has not raised any prices in contemplation of the Merchant AgreementInventory Count and that all pricing, (e) each Sales Draft presented to Peoples Trust for collection including pricing of On-Order merchandise and merchandise from the distribution center will be genuine and done in accordance with Merchant's historic practices. l. The Stores will not have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the result same Merchandise advertised in Merchant's circulars scheduled to run on August 13. In the event of any fraudulent or prohibited Transaction or will not such discrepancy herein, Agent shall be presented on behalf entitled to offer customers the lower of any business other than the two prices. Agent's sole remedy shall be a credit from Merchant as authorized by the Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase amount of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Peoples Trust’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules, under any applicable consumer protection legislation or any other relevant provincial or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples Trustdiscrepancy.

Merchant’s Warranties. Merchant represents, warrants represents and covenants that: (a) all information contained in the Merchant Application or any other documents docu- ments delivered to Peoples Trust Bank in connection therewith is true and complete and properly reflects Merchant’s 's business, financial condition and principal partners, owners and or officers; (b) Merchant has power to execute, deliver and perform the Merchant this Agreement, and the Merchant 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; (d) there is no action, suit or proceeding at law or in equity now pending or, or to Merchant’s 's knowledge, threatened by or against or affecting Merchant which would substantially impair its right or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into of the Merchant Agreementoperations; during the term of the Merchant Agreement, (e) each Sales Draft presented to Peoples Trust Bank for collection will be is genuine and will is not be the result of any fraudulent or prohibited Transaction or will is not be presented being deposited on behalf of any business other than Merchant as authorized by the Merchant this Agreement; (f) each Sales Draft will be is the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each the Card TransactionTransaction evidenced thereby; (h) Merchant has complied (and will comply) with Peoples Trust’s Bank's procedures for accepting Cards, and each the Card Transaction itself will does not involve any element of credit for any purpose other purposes other than as set forth in the Merchant this Agreement, and will is not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules' rules, under any applicable consumer protection legislation the Consumer Credit Protection Act (15 USC §1601) or any other relevant provincial state or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples TrustBank.

Merchant’s Warranties. Merchant represents, warrants and covenants that: (a) all information contained in the Merchant Application or any other documents delivered to Peoples Trust Pivotal in connection therewith is true and complete and properly reflects Merchant’s business, financial condition and principal partners, owners and officers; (b) Merchant has power to execute, deliver and perform the Merchant Agreement, and the Merchant 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; (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 or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into of the Merchant Agreement; during the term of the Merchant Agreement, (e) each Sales Draft presented to Peoples Trust Pivotal for collection will be genuine and will not be the result of any fraudulent or prohibited Transaction or will not be presented on behalf of any business other than Merchant as authorized by the Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Peoples TrustPivotal’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules, under any applicable consumer protection legislation or any other relevant provincial or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples TrustPivotal.

Merchant’s Warranties. Merchant represents, hereby warrants and covenants that: (a) all information contained represents: a. Merchant is a corporation, duly and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and is in good standing in the Merchant Application or any jurisdiction in which the Store is located. (i) This Agreement and all other documents delivered to Peoples Trust executed by Merchant in connection therewith is true accordance with this Agreement are the valid and complete and properly reflects Merchant’s business, financial condition and principal partners, owners and officersbinding obligations of Merchant enforceable in accordance with their terms; (bii) Merchant has power taken all necessary corporate action required to executeauthorize the execution, deliver performance and perform delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein; c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Merchant shall not ship goods into the Store without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Store shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Store has been noticed thereunder, and subleases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant Agreementor the Merchandise is bound which would materially interfere with the transactions herein, and as of the Merchant Agreement is duly authorized, and will not violate any provisions date 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; (d) execution herein there is no action, suit suit, claim, legal, administrative or proceeding at law arbitral proceedings (whether or not the defense thereof or liabilities in equity now pending or, to Merchant’s knowledge, threatened respect thereof are covered by or insurance) against or affecting the Merchant which would substantially impair its right or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise to any such action, suit, claim or legal, administrative or arbitral proceeding or investigation. i. The Retail Value of the Merchandise shall be not less than Three Million Dollars ($3,000,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant Agreement; during the term represents and warrants that it has not raised any prices in contemplation of the Merchant AgreementInventory Count and that all pricing, (e) each Sales Draft presented to Peoples Trust for collection including pricing of On-Order merchandise and merchandise from the distribution center will be genuine done in accordance with Merchant's historic practices. l. The Store will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on June 13th and will not be June 20th. In the result event of any fraudulent or prohibited Transaction or will not such discrepancy herein, Agent shall be presented on behalf entitled to offer customers the lower of any business other than the two prices. Agent's sole remedy shall be a credit from Merchant as authorized by the Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase amount of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Peoples Trust’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules, under any applicable consumer protection legislation or any other relevant provincial or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples Trustdiscrepancy.

Merchant’s Warranties. Merchant represents, hereby warrants and covenants that: represents: a. Merchant is a corporation, duly and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and is in good standing in all jurisdictions in which the Stores are located. (ai) This Agreement and all information contained in the Merchant Application or any other documents delivered to Peoples Trust executed by Merchant in connection therewith is true accordance with this Agreement are the valid and complete and properly reflects Merchant’s business, financial condition and principal partners, owners and officersbinding obligations of Merchant enforceable in accordance with their terms; (bii) Merchant has power taken all necessary corporate action required to executeauthorize the execution, deliver performance and perform delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein; c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Merchant shall not ship goods into the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores has been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant Agreementor the Merchandise is bound which would materially interfere with the transactions herein, and as of the Merchant Agreement is duly authorized, and will not violate any provisions date 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; (d) execution herein there is no action, suit suit, claim, legal, administrative or proceeding at law arbitral proceedings (whether or not the defense thereof or liabilities in equity now pending or, to Merchant’s knowledge, threatened respect thereof are covered by or insurance) against or affecting the Merchant which would substantially impair its right or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise to any such action, suit, claim or legal, administrative or arbitral proceeding or investigation. i. The Retail Value of the Merchandise shall be not less than Six Million Dollars ($6,000,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant Agreement; during the term represents and warrants that it has not raised any prices in contemplation of the Merchant AgreementInventory Count and that all pricing, (e) each Sales Draft presented to Peoples Trust for collection including pricing of On-Order merchandise and merchandise from the distribution center will be genuine done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing Stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on June 13th and will not be June 20th. In the result event of any fraudulent or prohibited Transaction or will not such discrepancy herein, Agent shall be presented on behalf entitled to offer customers the lower of any business other than the two prices. Agent's sole remedy shall be a credit from Merchant as authorized by the Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase amount of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Peoples Trust’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules, under any applicable consumer protection legislation or any other relevant provincial or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples Trustdiscrepancy.

Merchant’s Warranties. Merchant represents, warrants represents and covenants that: (a) all information contained in the Merchant Application or any other documents delivered to Peoples Trust Bank or ISO in connection therewith is true and complete and properly reflects Merchant’s 's business, financial condition and principal partners, owners and or officers; (b) Merchant has power to execute, deliver and perform the Merchant this Agreement, and the Merchant 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; (d) there is no action, suit or proceeding at law or in equity now pending or, or to Merchant’s 's knowledge, threatened by or against or affecting Merchant which would substantially impair its right or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the entering into of the Merchant Agreementoperations; during the term of the Merchant Agreement, (e) each Sales Draft presented to Peoples Trust Bank for collection will be is genuine and will is not be the result of any fraudulent or prohibited Transaction or will is not be presented being deposited on behalf of any business other than Merchant as authorized by the Merchant this Agreement; (f) each Sales Draft will be is the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the applicable Cardholder in connection with each the Card TransactionTransaction evidenced thereby; (h) Merchant has complied (and will comply) with Peoples Trust’s Settlor's procedures for accepting Cards, and each the Card Transaction itself will does not involve any element of credit for any purpose other purposes other than as set forth in the Merchant this Agreement, and will is not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules' rules, under any applicable consumer protection legislation the Consumer Credit Protection Act (15 USC §1601) or any other relevant provincial state or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples TrustBank.

Merchant’s Warranties. The Merchant represents, warrants and covenants that: : (a) all information contained it has the right, power and authority to enter into this Agreement; (b) the undiscounted price of the goods or services (including any recommended retail price) that it specifies in the Merchant Application a Deal or any other documents delivered to Peoples Trust in connection therewith Advertisement Content is true and complete correct, and properly reflects Merchant’s does not materially differ from the price that it usually charges for the provision of those goods or services in the ordinary course of its business; (c) the Deals, financial condition Advertisement Content, and principal partnersApproved Advertisements do not mislead or deceive or are likely to mislead or deceive, owners and officers; or breach any applicable law or industry code (bincluding but not limited to the Fair Trading Act 1986); (d) Merchant has power to executefor Coupon Deals, deliver and perform the Deal Coupon, upon being delivered by GrabOne, will be available for redemption during the redemption period as specified in the Deal Schedule; (e) for Product Deals, the Merchant Agreementwill have in stock a number of units of the goods sufficient to fulfil its obligations; (f) the terms and conditions of the Deal, including any discounts or goods and the Merchant Agreement is duly authorizedservices offered, do not and will not violate any provisions of law, rule, regulation, or conflict with order, including but not limited to, 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; (d) there is no action, suit or proceeding at law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (g) it owns all interest in equity now pending orand to the Advertisement Contents, it has the right to Merchant’s knowledgegrant to GrabOne the licence in clause 6.1, threatened by and that the granting of such licence or against inclusion of the Advertising Contents in any Approved Advertisements does not infringe the intellectual property rights of a third party; (h) the Deal, Advertising Content and GrabOne's use and promotion of these will not infringe, dilute, misappropriate, or affecting Merchant which would substantially impair its otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or ability to carry on its business as now conducted right of privacy or adversely affect its financial condition publicity of any third party or operations or the entering into of the Merchant Agreement; during the term of the Merchant Agreementany applicable law, (e) each Sales Draft presented to Peoples Trust for collection will be genuine and does not and will not be result from the result misappropriation of any fraudulent trade secret or prohibited Transaction or will not be presented on behalf the breach of any business other than Merchant as authorized by the Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its confidentiality obligations to the applicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Peoples Trust’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be subject to any defense, dispute, offset person or counterclaim which may be raised by any Cardholder under the Card Associations’ Rules, under any applicable consumer protection legislation or any other relevant provincial or federal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Peoples Trustentity.