REPRESENTATIONS AND WARRANTIES OF THE USER. The User represents and warrants to MATC that:
(a) it has the authority to open and close each Brokerage Account, Fund Account and ETF Fund Account, and issue instructions pertaining thereto. The User shall provide to MATC such information as MATC shall reasonably request regarding its authority to so act;
(b) this Agreement has been duly authorized, executed and delivered by the User and constitutes its legal, valid and binding obligation enforceable in accordance with its terms;
(c) it has and will continue to have access to the facilities, equipment and personnel necessary to perform its duties and obligations under this Agreement;
(d) it is an insurance company duly organized and in good standing under applicable law; it has registered each separate account as a unit investment trust in accordance with the provisions of the Investment Company Act of 1940 to serve as a segregated investment account for the Annuity Contracts;
(e) it is not relying on MATC for any investment advice or recommendations in connection with the Orders transmitted via TNS;
(f) it has disclosed, and will continue to disclose to its customers to the extent required by applicable law, the collection of any 12b-1 fees, sub-transfer agency payments, and finder’s fees of which it is aware that are generated as a result of investments and transactions in the Fund Accounts;
(g) it understands that, if at any time the User cannot access TNS or transmit Orders to the Participating Fund of its choice via TNS and is informed of accessibility or reliability problems involving TNS by MATC, within a reasonable time after being so informed, the User must exercise its best efforts to cause Orders to be forwarded to the Participating Fund, which information needed will be provided by MATC to User, to avoid potentially detrimental movements in the market; and in the case of the ETFs, User shall submit its orders directly to the Broker Dealer, which must exercise its best efforts to cause Orders to be forwarded to the executing broker dealer for execution to avoid potentially detrimental movements in the market.
(h) the execution, delivery and performance by the User of this Agreement will not violate any material provision of current law, rule or regulation, whether statutory or common, including, without limitation, ERISA, the Code and federal and state securities laws, any order, rule or regulation of any court or governmental or regulatory body, or any agreement or instrument to which the User...
REPRESENTATIONS AND WARRANTIES OF THE USER. 22 13 INVOICING AND PAYMENT 24 14 POSSESSION, RESPONSIBILITY AND TITLE 26 15 RECORDS AND INFORMATION 27
REPRESENTATIONS AND WARRANTIES OF THE USER. 27 13 INVOICING AND PAYMENT 29 14 POSSESSION, RESPONSIBILITY AND TITLE 32 15 RECORDS AND INFORMATION 32 16 TERMINATION 33 17 FORCE MAJEURE 36 18 LIABILITIES 37 19 INSURANCES 40 20 ASSIGNMENT AND TRANSFERS OF CAPACITY 41 21 CONFIDENTIAL INFORMATION 45
REPRESENTATIONS AND WARRANTIES OF THE USER. 3.1 The User represents and warrants:
3.1.1 That the User is over the age of eighteen (18) and has full power and authority to enter into the Agreement with the Corporation and fully intends to be bound the terms hereof;
3.1.2 That all information provided by the User, including, without limitation, any payment and shipping information and any further information provided in order to register on the Site is complete and accurate to the best of the User’s knowledge, and the User undertakes to update or amend such incomplete or inaccurate information forthwith of learning of such incompleteness or inaccuracy.
REPRESENTATIONS AND WARRANTIES OF THE USER. The User makes the following representations and warranties to each of the other parties hereto:
REPRESENTATIONS AND WARRANTIES OF THE USER. The User represents and warrants that on the Closing Date:
(a) The User is a [ ]body corporate and politic and a municipality of the State of South Dakota duly organized and established pursuant to the Enabling Act and the laws of the State of Dakota and has the full power, authority and legal right to conduct its business as presently conducted, to own or hold under lease the property it purports to own or hold under lease and to enter into and perform its obligations under this Agreement and each of the other Operative Documents to which it is or will become a party, including, but not limited to, the full power, authority and legal right to grant to the AuthorityTrust the User Head Lease Interest under the User Head Lease to lease the Facility from the Trust under the Lease and to sublease the Facility from the User Lessor under the User Lease.
(b) The execution, delivery and performance of this Agreement and each of the other Operative Documents to which it is or will become a party have been duly authorized by all necessary action on the part of the User and do not and will not violate the Enabling Act or any of its ordinances. Each Operative Document to which the User is a party has been duly and validly executed and delivered by the User and neither the execution, delivery and performance of any such Operative Document nor the consummation of the transactions contemplated thereby, nor compliance by the User with any of the terms and conditions thereof:
(i) require the User to obtain any consent or approval of, or to give notice to, or to take any other action in respect of, any Governmental Authority (other than the consents referred to in Section 3(u), which have been obtained) or any trustee or holder of any indebtedness or obligations of the User; and
(ii) do or will contravene the Enabling Act, any of its ordinances or any Applicable Law binding on or applicable to it or its property, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than the respective rights of parties to the Operative Documents created under the Operative Documents) upon the property of the User under any agreement or instrument to which the User is a party or by which the User or its properties are bound or affected where the effect thereof would be to adversely affect the ability of the User to perform its obligations under any of the Operative Documents.
REPRESENTATIONS AND WARRANTIES OF THE USER. You represent and warrant that you shall not sell, re-sell, transfer, assign, sublicense, trade or use for commercial purposes any Virtual Good in order to benefit or receive non-virtual money, goods or services from third parties outside the Application. Any such act or attempts to do so is strictly forbidden and can lead to the cancellation of the specific operation and/or of your Application Account. You acknowledge and agree to acquire and purchase Virtual Goods only from FIE, or through or on the Application, unless authorized expressly differently by FIE.
