Common use of Representations by Client Clause in Contracts

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 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.