Representations by Agent Clause Samples
Representations by Agent. Agent represents and warrants the following, each of which shall be deemed to be independently material and have been relied upon by Principal:
A. Agent is a corporation duly organized and validly existing under the laws of the country in which it maintains the office from which it shall perform its obligations under this Agreement.
B. Agent has the full right, power and authority to execute and deliver, and perform fully and in accordance with all of the terms of, this Agreement, and the performance by the Agent of all of its obligations and covenants hereunder does not and will not violate any law or regulation, agreement or other instrument to which Agent is a party or by which Agent may be bound.
C. Agent is engaged in the business of sourcing products in the Territory. Agent has the requisite experience to properly supervise the manufacture of the Products.
D. Agent warrants and represents that it will not knowingly or intentionally make any statement or representation inconsistent with the terms and provisions of this Agreement in any affidavit, special invoice, special Customs invoice, pro forma invoice, consular invoice or any other document or communication, oral, written or otherwise. In addition, no part of the compensation paid, or to be paid, to Agent pursuant to this Agreement shall in any manner be paid or payable directly or indirectly to any manufacturer of Products or to any government agent.
E. Agent, in executing this agreement, certifies that it has no ownership or direct financial interest in, nor any control of, the factories making the commodities purchased with the assistance of the Agent and that the factories have no ownership or financial interest in, or any control over, the Agent. In the event that any such interest is consummated, then the Agent will immediately inform Principal. Failure to do so will result in the forfeiture of the Agent’s commission on the goods purchased from the related or controlled factories.
F. Agent shall accept no remuneration for its services other than the commissions paid hereunder by Principal and will not share commissions in any manner with the manufacturer or others.
Representations by Agent. Agent hereby represents and warrants to FWC as follows:
(i) Agent (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia, and (b) has full power to enter into this Services Agreement and to perform all of the terms, conditions and provisions set forth herein to be performed by Agent;
(ii) the acceptance and performance of the terms and provisions of this Services Agreement have been duly authorized and approved by all necessary governmental authorities and this Services Agreement is binding upon and enforceable against Agent in accordance with its terms; and
(iii) none of the transactions hereby contemplated to be performed by Agent, nor the fulfillment of the terms, provisions and conditions hereof, will conflict with, or result in a breach of any of the material terms, conditions, or provisions of, or constitute a default under, any material agreement or instrument to which Agent is a party or by which it is bound.
Representations by Agent. Agent represents and warrants to the Company that Agent (i) is a duly licensed and registered securities broker-dealer under the rules of FINRA and has all other licenses, approvals and consents necessary to perform the services, and shall remain a registered securities broker/dealer during the term of this agreement; and (ii) and its affiliates are currently in compliance with the securities laws and regulations applicable to it.
Representations by Agent a. Agent represents that it owns and will own any bank account into which it directs payments to be made by Company hereunder.
b. Agent agrees not to make any direct or indirect payments or provide any other benefits to directors, officer or employees of any Client of Company.
c. Agent agrees not to make any direct or indirect payments to any government officials or any direct or indirect payments that are illegal under any applicable law.
d. Agent agrees to conduct its activities in accordance with all applicable laws.
e. Agent agrees to keep all information furnished by Company confidential and not release same to any third party without the prior written consent of Company. The foregoing shall not apply to advertising materials and brochures unless Company so directs Agent in writing.
Representations by Agent. Agent represents that:
(a) it has full power and authority from the Plan Sponsor to enter into and perform this Agreement;
(b) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act");
(c) all purchases and redemptions of Fund shares contemplated by the Agreement shall be effected in accordance with Fund's then current prospectus;
(d) the arrangements provided for in this Agreement will be disclosed to the Plan through its representatives; and
(e) it will promptly notify Fund in the event that Agent or its designee is for any reason is unable to perform any of its obligations under this Agreement.