Presentment Warranties Sample Clauses

Presentment Warranties. U.S. Remodelers represents and ----------------------------------- warrants to Green Tree with respect to each Account (the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree for approval and settlement): (a) that the sales slip represents a bona fide sale and was actually executed by the person named therein as Accountholder; (b) that the signature on the sales slip appears reasonably similar to the signature of the Accountholder on Credit Card or the signature on other valid identification examined by U.S. Remodelers; (c) that the sales slip has not been materially altered; (d) that the Accountholder is of local age and competent to open an Account; (e) that the Products are accurately described on the sales slip and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) that the transaction, including prior authorization, was conducted by U.S. Remodelers in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time); (g) that the account number, name of Accountholder and authorization number have been printed on each sales slip; (h) that U.S. Remodelers has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest in any sales slip or credit slip (other than to Green Tree) which is the subject of the transaction; (i) that the transaction was conducted by U.S. Remodelers in accordance with all applicable laws and regulations that pertain to the sale of Products by U.S. Remodelers; (j) there is no fact nor any claim of defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip or the Account;
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Presentment Warranties. With respect to each submission of Charge Transaction Data to Bank, Retailer represents and warrants as follows with respect to such Charge Transaction Data and each underlying transaction:
Presentment Warranties. Each time Professional submits Charge Transaction Data, it makes the following warranties: a. All purchases included in the Charge Transaction Data constitute bona fide, arms-length sales by Professional of the products or services described therein in the ordinary course of Professional’s business and in compliance with this Agreement; Professional has delivered all the products and fully performed all the services covered by the Charge Transaction Data to the Accountholder’s satisfaction; b. The amounts included in the Charge Transaction Data did not involve a cash advance or products or services not listed in the applicable sales invoice; only products sold directly by Professional are included in the Charge Transaction Data; the amounts represent the entire purchase price of the products and services identified in the Charge Transaction Data other than a bona fide down payment or deposit either financed on a general purpose credit card or paid in cash; c. The products and services covered by the Charge Transaction Data were sold by Professional to Accountholders; and were sold in compliance with all Applicable Law; d. Each Account has been authorized, created and submitted by Professional in accordance with this Agreement and the Operating Guide; e. There are no other agreements between Professional and any Accountholder with respect to any Account and/or the underlying purchased product(s), except any bona fide and reasonable extended warranties permitted under this Agreement; and f. The Charge Transaction Data does not include (i) any line of products or services not offered for sale to Accountholders by Professional as of the Effective Date unless Bank has given its written consent to Professional authorizing the financing of the purchases of such products or under the Program; and (ii) any line of products or services identified as not available for financing under the Program in the Operating Guide. g. That each sale with respect to which Bank extends credit under an Account will have been generated from a direct sale by Professional and not from a third party.
Presentment Warranties. Each Retailer represents and warrants to Bank with respect to each Account and each related Charge Slip and Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer relative to an Account): (a) That except in the case of Insurance Programs and Value-Added Programs, each Charge Slip represents a bona fide sale by a Retailer of the Goods and/or Services described in such Charge Slip, that each Charge Slip has not been included in any Charge Transaction Date previously transmitted to Bank, and that Retailer has delivered all the Goods and fully performed all the Services listed on such Charge Slip;
Presentment Warranties. With respect to each submission of Charge Transaction Data to Bank, Retailer represents and warrants as follows with respect to such Charge Transaction Data and each underlying transaction: (a) All purchases included in the Charge Transaction Data constitute bona fide, arms-length sales by Retailer of the goods or services described therein in the ordinary course of Retailer’s business; Retailer has delivered to the Cardholder (or its designee) or shipped via third party from its manufacturing plant directly to the Cardholder (or its designee) all the products and fully performed all the services covered by the Charge Transaction Data; (b) The charges included in the Charge Transaction Data did not involve a cash advance or goods or services not listed in the applicable invoice or receipt; only goods and services sold by Retailer (which shall be deemed to include applicable sales tax and delivery charges) are included in the Charge Transaction Data; the charges represent the entire purchase price of the goods and services identified in the Charge Transaction Data other than an additional partial-payment by a Cardholder, including by cash or check, or financed by any means other than the Account;
Presentment Warranties. Each of the Companies represents and warrants to MWCC with respect to each Account and each item of Indebtedness purchased by MWCC (and the following, referred to herein as the "Presentment Warranties" shall be deemed restated, renewed and reaffirmed with respect to each transaction each time MWCC receives Charge Transaction Data from any Company relative to each such Account and item of Indebtedness): a. That at the time of each sale to MWCC, it was the owner of such Account and item of Indebtedness, free and clear of any Liens, and upon the sale of such Account and item of Indebtedness to MWCC, MWCC shall be vested with full and complete title to each such Account or item of Indebtedness, free and clear of any Lien other than the interest of MWCC; b. That it has complied with any materials MWCC in its reasonable discretion provides it concerning applicable provisions of local, state and federal law and implementing regulations as they apply to it in the sale of Goods and/or Services to Account Holders in the offering of credit; c. That each Account and item of Indebtedness shall have been authorized and created in accordance with this Agreement, all applicable laws (other than any breach of law arising directly from any action or failure to act on the part of MWCC), and the Operating Procedures; d. That credit application information submitted by it to MWCC shall be identical to such information provided by an Account Holder to the Companies, and the contract representing such Account shall be fully executed by the Account Holder; e. That there are no other agreements between it and any Account Holder with respect to the Account or item of Indebtedness sold to MWCC and/or the underlying Goods and/or Services, except any bona fide and reasonable sale, warranty, service or installation agreement; f. That all Goods and/or Services sold pursuant to each Account and item of Indebtedness have been delivered by it to the Account Holder and accepted by such Account Holder or that an arrangement has been formalized between it and the Account Holder providing for such delivery, prior to the sale of such Account and item of Indebtedness to MWCC; g. That each Charge Slip will have resulted from a bona fide sale of Goods and/or Services effected by it at one of its regular places of business which will include all mail, phone and job-site orders, and not from a sale of Goods and/or Services effected by a third party other than licensees or other duly authorized agent...
Presentment Warranties. With respect to each submission of Charge Transaction Data to Bank, LESCO represents and warrants as follows with respect to such Charge Transaction Data and each underlying transaction: (a) All purchases included in the Charge Transaction Data constitute bona fide, arms-length sales by LESCO of the goods or services described therein in the ordinary course of LESCO's business; LESCO has delivered all the products and fully performed all the services covered by the Charge Transaction Data; (b) The Charges included in the Charge Transaction Data did not involve a cash advance or goods or services not listed in the applicable invoice or receipt; only goods and services sold by LESCO are included in the Charge Transaction Data; the Charges represent the entire purchase price of the goods and services identified in the Charge Transaction Data other than a bona fide down payment, deposit, or similar payment paid by cash or check, or financed by any means other than the Credit Card;
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Related to Presentment Warranties

  • Representation, Warranties and Agreements of Portfolio Manager Portfolio Manager represents and warrants that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”), it will maintain such registration in full force and effect and will promptly report to the Trust the commencement of any formal proceeding that could render the Portfolio Manager ineligible to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. (b) Portfolio Manager understands that the Trust is subject to various regulations under the Investment Company Act which require that the Board review and approve various procedures adopted by portfolio managers and may also require disclosure regarding the Board’s consideration of these matters in various documents required to be filed with the SEC. Portfolio Manager represents that it will, upon reasonable request of the Trust, provide to the Trust information regarding all such matters including, but not limited to, codes of ethics required by Rule 17j-1 under the Investment Company Act and compliance procedures required by Rule 206(4)-7 under the Investment Advisers Act, as well as certifications that, as contemplated under Rule 38a-1 under the Investment Company Act, Portfolio Manager has implemented a compliance program that is reasonably designed to prevent violations of the federal securities laws by the Portfolio with respect to those services provided pursuant to this Agreement. Portfolio Manager acknowledges that the Trust may, in response to regulations or recommendations issued by the SEC or other regulatory agencies, from time to time, request additional information regarding the personal securities trading of its directors, partners, officers and employees and the policies of Portfolio Manager with regard to such trading. Portfolio Manager agrees that it make reasonable efforts to respond to the Trust’s reasonable requests in this area. (c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any information concerning Portfolio Manager and its stockholders, employees and affiliates that the Trust may reasonably require and that is within the control of the Portfolio Manager in connection with the preparation of its registration statements, proxy materials, reports and other documents required, under applicable state or Federal laws, to be filed with state or Federal agencies and/or provided to shareholders of the Trust.

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that: a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Fund to provide investment services to the Portfolio Account as contemplated hereby. b. The Fund will deliver to the Sub-Adviser a true and complete copy of its then current Prospectus and Statement of Additional Information as effective from time to time and such other documents or instruments governing the investment of the Portfolio Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement. c. The Fund is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Fund by applicable law and regulations.

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • Representations and Warranties of All Parties Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

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