Common use of Representations and Warranties of Merchant Clause in Contracts

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (d) Merchant has 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; (e) There is no circumstance, 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; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (h) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Transaction evidenced thereby; (i) Merchant has complied with this Agreement’s procedures for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorized.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement thatCompany as follows: (a) All all of the information contained in provided by the Merchant Application or any other documents delivered to Service Providers the Company pursuant to this Agreement and otherwise is true true, correct and complete in all material respects; (b) Merchant has full power and authority to enter into this Agreement and to perform the power to executetransactions contemplated hereby; (c) if an entity, deliver(i) Merchant is duly incorporated/formed/organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation/formation/organization, and (ii) Merchant has full corporate/partnership/limited liability company power and authority to enter into this Agreement and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectthe transactions contemplated hereby; (d) Merchant has all licenses, if any, required to conduct its business and is duly qualified to do business in every each jurisdiction where in which it is required to do soconducts its business; (e) There this Agreement is no circumstancethe legal and valid obligation of Merchant, to Merchant’s knowledge, threatened by or enforceable against or affecting Merchant which would substantially impair in accordance with its right to carry on its business as now conducted or adversely affect its financial condition or operationsterms; (f) Each Purchase presented Merchant is solvent, has not made an assignment for the benefit of creditors or filed in any court, pursuant to Service Providers any statute of the United States or any state, a petition for collection is genuine and is not bankruptcy or insolvency, or filed for reorganization or for the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result appointment of a bona fide direct purchase receiver or trustee of goods all or services by the Cardholder in the total amount stated on a material portion of its property, and Merchant does not have reason to believe any Sales Draftinvoluntary bankruptcy action or order will be filed with respect to Merchant; (g) Each Disbursement presented all amounts are due with respect to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchantall Future Receivables are due in United States Dollars; (h) Merchant has performed any taxes or will perform all of its obligations fees relating to the Cardholder in connection with the Transaction evidenced therebyFuture Receivables or goods or services sold by Merchant are solely Merchant's responsibility; and (i) the historical credit card receivable data provided by Merchant has complied with this Agreement’s procedures for accepting Cards, and to the Transaction Company does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject represent sales to any defensesubsidiary, dispute, offset, affiliate or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedparent company.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and SPS at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or SPS in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has 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; (ed) There is no circumstanceaction, suit or proceeding 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; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (he) Merchant has performed or and will perform all of its obligations to the Cardholder in connection with the Transaction evidenced therebyby each Sales Draft; (if) Unless Merchant has complied with this Agreement’s procedures notifies SPS in writing (either on the Application or otherwise), no other processing relationship exists between Merchant and another bankcard processing institution, for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offsetthis, or counter claimany other business run or owned by Merchant; (jg) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with With respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers SPS and Bank to originate, Merchant continuously represents and warrants to Service Providers Bank and SPS that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction entry is for an amount the customer Cardholder has agreed to; and (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction entry is in all other respects properly authorized; and (h) Merchant will not sell, purchase, provide or exchange any Cardholder’s account name or number information in any form to any third party except to Bank or to SPS or pursuant to written government request, and then only upon prior notice to SPS given in sufficient time to permit SPS to file a protective motion.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement thatCompany as follows: (a) All all of the information contained in provided by the Merchant Application or any other documents delivered to Service Providers the Company pursuant to this Agreement and otherwise is true true, correct and complete in all material respects; (b) Merchant has full power and authority to enter into this Agreement and to perform the power to executetransactions contemplated hereby; (c) if an entity, deliver(1) Merchant is duly incorporated/formed/organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation/formation/organization, and (ii) Merchant has full corporate/partnership/limited liability company power and authority to enter into this Agreement and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectthe transactions contemplated hereby; (d) Merchant has all licenses, if any, required to conduct its business and is duly qualified to do business in every each jurisdiction where in which it is required to do soconducts its business; (e) There this Agreement is no circumstancethe legal and valid obligation of Merchant, to Merchant’s knowledge, threatened by or enforceable against or affecting Merchant which would substantially impair in accordance with its right to carry on its business as now conducted or adversely affect its financial condition or operationsterms; (f) Each Purchase presented Merchant is solvent, has not made an assignment for the benefit of creditors or filed in any court, pursuant to Service Providers any statute of the United States or any state, a petition for collection is genuine and is not bankruptcy or insolvency, or filed for reorganization or for the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result appointment of a bona fide direct purchase receiver or trustee of goods all or services by the Cardholder in the total amount stated on a material portion of its property, and Merchant does not have reason to believe any Sales Draftinvoluntary bankruptcy action or order will be filed with respect to Merchant; (g) Each Disbursement presented all amounts are due with respect to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchantall Future Receivables are due in United States Dollars; (h) Merchant has performed any taxes or will perform all of its obligations fees relating to the Cardholder in connection with the Transaction evidenced therebyFuture Receivables or goods or services sold by Merchant are solely Merchant's responsibility; and (i) the historical credit card receivable data provided by Merchant has complied with this Agreement’s procedures for accepting Cards, and to the Transaction Company does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject represent sales to any defensesubsidiary, dispute, offset, affiliate or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedparent company.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and Paya at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or Paya in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has 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; (ed) There is no circumstanceaction, suit or proceeding 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; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (he) Merchant has performed or and will perform all of its obligations to the Cardholder in connection with the Transaction evidenced therebyby each Sales Draft; (if) Unless Merchant has complied with this Agreement’s procedures notifies Paya in writing (either on the Application or otherwise), no other processing relationship exists between Merchant and another bankcard processing institution, for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offsetthis, or counter claimany other business run or owned by Merchant; (jg) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with With respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers Paya and Bank to originate, Merchant continuously represents and warrants to Service Providers Bank and Paya that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction entry is for an amount the customer Cardholder has agreed to; and (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction entry is in all other respects properly authorized.; and

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and Cornerstone at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or Cornerstone in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal Federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has 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; (ed) There is no circumstanceaction, suit or proceeding 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; (fe) Each Purchase Sales Draft presented to Service Providers Bank for collection is genuine and is not the result of any fraudulent transaction or prohibited Purchase and telemarketing sale or is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase Sales Draft is the result of a bona fide direct Card Transaction for the purchase of goods or services by the Cardholder in the total amount stated on any the Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (hf) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby; (ig) Merchant has complied with this AgreementBank’s and Cornerstone’s procedures for accepting Cards, and the Card Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, offset or counter claim; claim which may be raised by any Cardholder under the Rules, the Consumer Credit Protection Act (j15 USC 1601) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorized.relevant state or federal statutes or regulations;