REPRESENTATIONS ANDWARRANTIES. 7.1 Customer makes the representations and warranties to 121 Finance as follows:
a) Customer is of sound mind, legal age and legal competence or is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation, and in good standing, if relevant under such laws, (as the case maybe);
b) Customer has the legal capacity or the power (as the case may be) to enter into, perform and deliver this Agreement and to perform Customer’s obligations under this Agreement and Customer has taken all necessary action to authorise its entry into, performance and delivery of this Agreement;
c) the obligations expressed to be assumed by Customer in this Agreement constitute the legal, valid, binding and enforceable obligations of Customer;
d) any information contained in or provided by Customer to 121 Finance is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;
e) there is no action, suit or proceeding of law before any court, tribunal, governmental body, agency or official or any arbitrator (whether pending or threatened) that is likely to affect the legality, validity or enforceability of this Agreement or affect Customer’s ability to perform its obligations; and
f) Customer is solvent and there are no reasonable grounds to suspect that it is unable to pay its debts as and when they become due and payable.
REPRESENTATIONS ANDWARRANTIES. A. Performance. Bank and Company will perform all Services in accordance with this Agreement. Bank and Company make no other warranty, express or implied, regarding the services, and nothing contained in the Agreement will constitute such a warranty. Merchant understands that Bank and Company merely provide processing services for Sales or Services and neither is a partner in Merchant’s business operations nor a guarantor of Xxxxxxxx’s receipt of the proceeds of Sales or Services. Bank and Company do not guarantee that Sales or Services will not be subject to Chargebacks.
REPRESENTATIONS ANDWARRANTIES. 16.1 The Client represents and warrants to the Company, and agrees that each such representation and warranty is deemed repeated each time the Client gives an Instruction or Request by reference to the circumstances prevailing at such time, that:
(a) the information provided by the Client to the Company in the Application Form and the Operative Agreements and at any time thereafter is true, accurate and complete in all material respects;
(b) the Client has read and fully understood the terms of the Operative Agreements including the Risk Disclosure;
(c) the Client is duly authorized to enter into the Operative Agreements, to give Instructions and requests and to perform its obligations thereunder;
(d) the Client acts as principal;
(e) the Client is an individual who has completed a Application Form or, if the Client is a company, the person who has completed Application Form on the Client’s behalf is duly authorized to do so;
(f) all actions performed under the Operative Agreements shall not violate the applicable regulations or any law, ordinance, charter, by-law or rule applicable to the Client or to the jurisdiction in which the Client is resident, or any agreement by which the Client is bound or by which any of the Client’s assets are affected;
(g) the Client consents to the provision of the information of the Operative Agreements by means of the Website and/or any other means which the Company chooses at its sole discretion;
(h) the Client confirms that he/she has regular access to the internet and consents the Company provides him with information, including, without limitation, information about amendments to the terms and conditions, costs, fees, the Operative Agreements, Policies and information about the nature and risks of investments by posting such information on the Company’s Website;
(i) The Client hereby represents that the purpose of his/her transactions with the Company is one or more of the following: Speculative; Hedging; Investments; Intraday Trading;
REPRESENTATIONS ANDWARRANTIES. The Company makes to Maxim all of the representations and warranties which the Company makes to the Purchasers in the Securities Purchase Agreement, and in addition makes the following representation: FINRA Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Base Prospectus.
REPRESENTATIONS ANDWARRANTIES. 15.1. Each Party hereby represents and warrants to the other Party the following: Authority
15.2. The Party is adulyorganized, validlyexistingandingoodstandingunderthelawsofthestate where such Party was organized and the Party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid and binding obligations of the Party. No Conflicts
15.3. NeithertheexecutionanddeliveryofthisAgreementbythePartynortheconsummationofthe transactionscontemplated herebywillviolateorconflictwithanyobligation, contractorlicenseof such Party which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby.
15.4. Seller hereby represents and warrants to The Deziner Haat Marketplace the following: Power and Authority
15.4.1. Seller has the right, power and authority to grant the rights and licenses hereunder free and clear ofanyclaims, liens and encumbrances and to sell the Products. Compliance with Laws
15.4.2. Sellerandall ofitsemployees, subcontractors, agents andsuppliers will comply with all applicable Law, as may be amended from time to time, in performing any of its obligations or exercisinganyofitsrightsunderorrelatedtothis Agreement. AllProducts (includingallpackaging) and Content will comply with applicable Law. The production, manufacturing, offer, sale, shipping and delivery of all Products will comply with all applicable Law. Products will not be produced or manufactured by child labor or convict or forced labor. Principal Place of Business
15.4.3. Seller’s principal place of business is in India and Seller will not conduct any operations relating to this Agreement from outside India Content
15.4.4. All Content will be truthful and accurate. Content will not:
REPRESENTATIONS ANDWARRANTIES. Each Member represents and warrants that: (i) it has the full power and authority to enter into and perform this Agreement, and to grant the applicable licenses and other rights set forth herein; (ii) this Agreement has been duly authorized, executed and delivered by such Member and is enforceable against such Member; and (iii) this Agreement does not conflict with any other agreement or obligation of the warranting Member.
REPRESENTATIONS ANDWARRANTIES. 28.1. You agree that each of the following representations and warranties are deemed repeated each time you open or close a Transaction by reference to the circumstances prevailing at such time:
a. the Registration Data provided to us during the download and registration for the Trading Platform and at any time thereafter is complete, true, accurate and not misleading in all respects and the certificates provided are authentic;
b. you are of sound mind, legal age and legal competence;
c. you are duly authorized to execute and deliver the Client Agreements, to open each Transaction and to perform your obligations hereunder and thereunder and have taken all necessary action to authorize such execution, delivery and performance;
d. you understand how the Transactions hereunder operate before you place an offer to open a Transaction on the Trading Platform. By doing so, you warrant that you understand the terms and conditions of the Client Agreements, and any legal and financial implications thereof;
e. you have read and understands the Risks Disclosure and Warnings Notice found on the Company’s Website;
f. you have taken all reasonable steps to understand the specifications and characteristics of the Trading Platform and the associated hardware, software, data processing and telecommunication systems and networks required to access and operate the Trading Platform;
g. You are acting as a principal and not as agent or representative or trustee or custodian on behalf of someone else. The Client may act on behalf of someone else only if the Company specifically consents to this in writing and provided all the documents required by the Company for this purpose are received;
h. any person representing you in opening or closing a Transaction will have been, and the person entering into the Client Agreements on your behalf is, duly authorized to do so on your behalf;
i. you are not an employee of any Underlying Market, a corporation in which any Underlying Market owns a majority of the capital stock, a member of any Underlying Market and/or firm registered on any Underlying Market or any bank, trust or insurance company that trades in Financial Instruments covered under this Agreement between us; j. you will not enter into any Transaction for the purposes of arbitrage, Scalping or to exploit any temporal and/or minor inaccuracy in any rate or price offered on the Trading Platform; k. you have obtained all relevant governmental or other authorizations and consents re...
REPRESENTATIONS ANDWARRANTIES. Each Party represents and warrants that, as of the date hereof and in the foreseeable future:
(a) it has the authority to enter into this Agreement;
(b) this Agreement constitutes a legally valid and binding obligation, enforceable against it in accordance with its terms;
(c) its entry into and / or performance under this Agreement will not be in breach of any express or implied terms of any contract with or other obligation to any third party; and
(d) it is solvent and able to perform all of its obligations under this Agreement.
REPRESENTATIONS ANDWARRANTIES. To induce the other parties hereto to enter into this Agreement, the Company represents and warrants to each of the Incremental Revolving Lenders and the Administrative Agent that:
(a) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(b) on the Commitment Increase Effective Date, and after giving effect to this Agreement and the transactions contemplated hereby to occur on such date, (i) the representations and warranties set forth in the Loan Documents (including the representations and warranties set forth in Section 3.06 and 3.07(b) of the Credit Agreement without giving effect to the phrase “As of the date hereof,” therein) are true and correct in all material respects as though made on and as ofthe Commitment Increase Effective Date, other than representations and warranties which are given as of a particular date (other than the representations and warranties set forth in Section 3.06 and 3.07(b) of the Credit Agreement), in which case such representations and warranties are true and correct as of that date, and (ii) no Default has occurred and is continuing.
REPRESENTATIONS ANDWARRANTIES. To induce the Purchaser to enter into the Purchase Agreement, each Grantor hereby represents and warrants to the Purchaser and each Holder, as applicable, that:
