Representations by Client. The Client hereby represents and warrants in favor of ING-IM as follows:
(a) The Client has the power and authority (i) to enter into and execute this Agreement and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it;
(b) This Agreement has been duly authorized, validly executed and delivered by one or more authorized signatories of the Client, and this Agreement constitutes a legal, valid and binding obligation of the Client, enforceable against the Client in accordance with its terms; and
(c) The execution and delivery of this Agreement and the Client's performance hereunder do not and will not be in contravention of or in conflict with the Client's charter documents or the provisions of any statute, judgment, order, indenture, instrument, agreement or undertaking to which the Client is a party or by which the Client's assets or properties are or may become bound. The Client has obtained all necessary consents and approvals of all regulatory and governmental authorities and agencies have jurisdiction over the Client for the Client to execute and deliver this Agreement and to perform hereunder.
Representations by Client. Client represents and confirms that the employment of Adviser is authorized by the governing documents relating to the Account and that terms hereof do not violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise, and, if Client is a corporation or trust, that (a) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon Client in accordance with its terms, and (b) Client will deliver to Adviser such evidence of such authority as Adviser may reasonably require, whether by way of a certified resolution or otherwise. The Client acknowledges that the strategies the Adviser may employ may present certain risks to the Account, including the risk of loss to the principal value of the Account due to general market risks and variations in market interest rates and the Account's overall performance. The Client further acknowledges that the Adviser cannot guarantee the Account's performance or that the strategies the Adviser will employ will result in profits to the Account.
Representations by Client. The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to IA such evidence of such authority as IA may reasonably require, whether by way of a certified corporate resolution or otherwise; IA is responsible only for the Account and not for the diversification or prudent investment of any outside assets of the Client. This section applies only if your account is for a (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account under the Code. If your account is for a plan subject to ERISA, IA acknowledges that it is a “fiduciary” within the meaning of ERISA and Section 4975(e)(3) of the Code. IA represents that it is registered as an investment Advisor under the applicable laws of Texas and Michigan. Client represents that IA has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain us. Client acknowledges that he/she is a “named fiduciary” with respect to the control or management of the assets in the account. Client will furnish promptly to IA the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects IA rights or obligations, the amendment will be binding on IA only when agreed to by IA in writing. If Client account contains only a part of the assets of the plan, client understands that IA will have no responsibility for the diversification of all of the plan’s investments and that IA will have no duty, responsibility or liability for Client assets that are not in the account. If ERISA or other applicable law requires bonding with respect to the assets in Client account and if IA so requests in writing, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers IA and affiliated persons.
Representations by Client. The Client represents and warrants that the employment of the Adviser is authorized by the governing documents relating to the Investment Account and that the terms of this Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation of law or otherwise and, if the Client is a person other than a natural person, that (i) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon the Client in accordance with its terms and (ii) the Client will deliver to the Adviser such evidence of such authority as the Adviser may reasonably require, whether by way of a certified resolution or otherwise.
Representations by Client. The Client makes the following representations and covenants, both at the signing of this Agreement and at all times during its term:
Representations by Client. The Client hereby represents and warrants to the Investment Sub-Adviser that:
Representations by Client. By execution of this Agreement, the Client represents that the terms hereof do not violate any obligation by which the Client is bound, whether arising by contract, operation of law or otherwise and that this Agreement has been duly authorized.
Representations by Client. Client represents and confirms that (a) the engagement of Monex is authorized by the governing documents relating to the Account and that terms hereof do not violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise, and, if Client is a corporation or trust, that (i) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon Client in accordance with its terms, (ii) Client will deliver to Adviser such evidence of such authority as Adviser may reasonably require, whether by way of a certified resolution or otherwise; (b) Client has received delivery of the Monex Brochure and the Wrap Brochure prior to execution of this Agreement and the BCP Advisory Agreement; and (c) Client is not a citizen of the United States and resides offshore.
Representations by Client. Client represents and warrants to Huygens as follows:
(a) Client is of legal age to be bound by this agreement and is legally competent, and no other person has, or will have as a result of any action by Client, any interest in or right to the Account, except as disclosed to Xxxxxxx. Client is financially able to accept the risks of investing in ETFs in accordance with the Strategy.
(b) Client is not a “restricted person” within the meaning of Rule 2790 promulgated by the National Association of Securities Dealers Inc.
(c) Client is not a Benefit Plan Investor. For purposes hereof, "Benefit Plan Investor" means (i) an employee benefit plan (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not it is subject to Title I of ERISA, including but not limited to (A) a plan which is maintained by a non-U.S. corporation, governmental entity or church, (B) a Xxxxx plan, and (C) an individual retirement account; (ii) a plan described in Section 4975(e)(1) of the United States Internal Revenue Code of 1986, as amended; and (iii) a non-U.S. entity or U.S. entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended ("1940 Act"), and in which 25% or more of the value of any class of equity interests is held by a Benefit Plan Investor described in clause (i) or (ii) above.
(d) Client is not (i) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or (ii) a “business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
(e) There is not pending nor, to the best of Client’s knowledge, threatened any action, suit, proceeding, or investigation before or by any court, governmental, regulatory, self-regulatory or exchange body to which Client is a party which might reasonably be expected to result in any material adverse change in Client’s condition, financial or otherwise, Client’s business or prospects or Client’s ability to perform Client’s obligations under this Agreement.
(f) Client shall inform Xxxxxxx promptly if any of the above representations is no longer true and accurate.
Representations by Client. Client represents and warrants that (a) it will comply with applicable law in its use of the Services; (b) execution, delivery, and performance of this Agreement have been duly authorized and shall not conflict with any obligation of Client, whether arising by contract, operation of law, or otherwise, (c) this Agreement constitutes a valid, binding obligation of BlackRock, and (d) Client has all rights necessary and power necessary to appoint BlackRock as its accounting agent.
