Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act;
(ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
(iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
(v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder;
(vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and
(vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distributi...
Representations and Warranties of the Client. 2.1. As of the date of this Agreement the Client represents and warrants that:
a. if the Client is an individual:
i) the Client is of sound mind and memory, at the age of majority, not disabled and able of having legal responsibility to the full extent;
ii) performance of this Agreement shall by no means result in breach of legal requirements applicable to the Client, and of any other current obligations of the Client to any third parties;
iii) performance of this Agreement shall by no means result in breach of orders of any decision of the competent court or administrative authority which is binding and valid in relation to the Client;
iv) the Client is not a resident or tax resident of the British Virgin Islands, the United States of America, Iraq, North Korea, the United Kingdom or Austria.
b. if the Client is a corporate entity (legal entity):
i) the Client is properly incorporated and legally exists under the laws of its registration country;
ii) the Client is not registered in the territory of the United States of America, Iraq, North Korea, the United Kingdom or Austria, not recognized as a corporate entity (legal entity) falling within the jurisdiction of the above-mentioned countries;
iii) performance of this Agreement shall by no means result in breach of legal requirements applicable to the Client, and of any other current obligations of the Client to any third parties;
iv) performance of this Agreement shall by no means result in breach of orders of any decision of the competent court or administrative authority which is binding and valid in relation to the Client;
v) if applicable, the Client obtained all necessary corporate approvals related to conclusion and performance of this Agreement in a proper manner, as set out in the corporate rules and procedures accepted by the Client;
vi) in performing this Agreement any party committing any other acts related to performance of this Agreement on behalf of the Client is duly authorized by the latter to commit such acts and has no implied (implicit) limitations.
c. general warranties applied to all Clients:
i) the Client has read, understood and fully accepted the terms of this Agreement, and the terms of all applicable Regulatory Documents of the Company posted on its official Website: xxxx://xxx.xxxxxxxxx.xxx;
ii) any and all information presented by the Client to the Company, in particular, in the course of registration on the Company’s official Website is true, accurate and complete. In case fal...
Representations and Warranties of the Client. 5.1 The Client represents and warrants that he/she is a single adult.
5.2 The Client represents and warrants that he/she has never been convicted of a criminal offence and is not required to be registered as a sex offender with any government entity.
Representations and Warranties of the Client. The Client represents and warrants to Hyperion that (a) this Agreement has been duly authorized, executed and delivered by the Client and constitutes its valid and binding obligation, enforceable in accordance with its terms; (b) no governmental authorizations, approvals, consents or filings are required in connection with the execution, delivery or performance of this Agreement by the Client; (c) the execution, delivery and performance of this Agreement by the Client will not violate or result in any default under the Client’s charter or by-laws (or equivalent constituent documents), any material contract or agreement to which the Client is a party or by which it or its assets (including the Investment Account) may be bound or in the best of it’s knowledge any statute or any rule, regulation or order of any government agency or body.
Representations and Warranties of the Client. The Client represents and warrants to ISTC that:
Representations and Warranties of the Client. 12.1 The Client represents and warrants that its entry into and performance under this Agreement does not violate any outstanding obligation, contractual or otherwise, which the Client may owe to any third party, nor any order, writ, injunction, decree, judgment, statute, rule, law or ruling.
12.2 The Client represents and warrants to the Consultant that:
(a) all information and documentation furnished by it to Consultant accurately will depict in all material respects the Client and its business and proposed business and will not, to the best of the Client's knowledge, contain material misstatements or omissions; and
(b) Disclosure Materials which the Client approves as provided in s. 9.1 will accurately depict, in all material respects, the Client and its business and proposed business, and will not contain any material misstatements or omissions of material facts which make any statement set forth therein materially false or misleading.
12.3 The Client represents and warrants to the Consultant that:
(a) the Warrant and the shares issuable thereunder (the "Shares") have been fully authorized;
(b) the Client has taken all necessary action to authorize the issuance of the Warrant and the Shares;
(c) when issued pursuant to the Warrant, the Shares will be validly issued and non-assessable and no personal liability will attach to the ownership of the Shares;
(d) the Client has reserved all Shares issuable pursuant to the Warrant and will, at all times, reserve a sufficient number of Shares to perform all of its obligations under the Warrant.
Representations and Warranties of the Client. The Client represents and warrants that:
i. The AMLO shall be covered by the Client’s Directors and Officers/Errors and Omissions Policy; and
ii. The AMLO is a named officer in the Client’s corporate resolutions and, though not specifically named in the Client’s Organizational Documents, subject to their provisions regarding indemnification of its officers.
Representations and Warranties of the Client. The Client represents and warrants to CD Capital as follows:
(a) The Client is duly organized and validly existing under the laws of its jurisdiction of organization with full corporate power and authority to perform its obligations under this Agreement.
(b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Client and constitutes its binding and enforceable obligation in accordance with its terms.
(c) The Client has full power and authority under applicable law to perform its obligations under this Agreement.
(d) The execution and delivery of this Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and in Schedule 1 will not constitute a breach of, or default under, the constituent documents of the Client, any instrument by which the Client is bound or under any order, rule or regulation applicable to the Client, or any court or any governmental body or administrative agency having jurisdiction over the Client.
(e) The Client has all United States governmental, regulatory and exchange licenses and approvals and has effected all filings and registrations with United States governmental and regulatory agencies required to conduct their business and to act as described in Schedule 1 or required to perform its obligation under this Agreement.
Representations and Warranties of the Client. 19.1 The Client represents and warrants that he/she/it is duly authorized, eligible and competent to enter into this Agreement and appoint Portfolio Manager to manage the Assets of the Account.
19.2 The Client having agreed to avail the services offered by the Portfolio Manager shall be deemed to have satisfied eligibility in this respect. The Client shall at all times comply with all relevant laws, rules and regulations as may apply to his/her/its portfolio, or dealing therein
19.3 The Client hereby warrants and represents to the Portfolio Manager that cash corpus/securities handed over to the Portfolio Manager upon execution hereof, absolutely belongs to him/her/it and there is no encumbrance on the same, of whatsoever nature and he/she/it shall not create any encumbrance on the assets whether by way of pledge, lien, mortgage, hypothecation or any other charge, during the tenure of the Agreement and shall also at all times comply with all relevant laws, rules and regulations as may apply to his/her/its dealings therein.
19.4 The Client warrants that all information which he/she/it has provided to the Portfolio Manager in relation to his/her/its status, including in particular his/her/its residence and domicile for taxation purpose is complete and correct and agrees to provide any further information, if required by any competent authority or the Portfolio Manager. The Client hereby agrees and undertakes to notify the Portfolio Manager forthwith if there is any change in any such information provided.
19.5 The Client understands and agrees that the services provided by the Portfolio Manager to the Client are not deemed to be exclusive, the Portfolio Manager being free to render investment advisory, portfolio management and/or other services to other Clients.
19.6 In the event of any change in the constitution, identity by change of name and/or residential status of the Client during the Tenure of this Agreement, it shall be the duty of the Client to keep the Portfolio Manager duly informed of such changes. The Portfolio Manager shall seek advice or appropriate directions where required, from competent authority, under applicable laws, with regard to the continuation of this Agreement and other Agreements with the Client, if any affected by such change under the applicable law.
Representations and Warranties of the Client. The Client hereby makes the following representations and warranties to the Developer and acknowledges that the Developer is relying on such representations and warranties in entering into this Agreement and completing the purchase and sale of the Application and all other transactions contemplated by this Agreement.
a) The Client is Rapid Line Inc., located at Xxxxxxxx 0X, Xxxxxx 00-000, Xxxxxx
b) Validity of the Agreement. · The delivery, performance and execution by the Client of this Agreement and the consummation of the purchase and sale of the Application and all other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Client. · The Client has all necessary corporate power to own the Application. The Client has all necessary corporate power to enter into and perform its obligations under this Agreement and any other agreements or instruments to be delivered or given by it pursuant to this Agreement.
