Representations by the Client Clause Samples
The 'Representations by the Client' clause requires the client to affirm certain facts or conditions as true at the time of entering into the agreement. Typically, this includes statements about the client's authority to enter the contract, the accuracy of information provided, and compliance with relevant laws or regulations. By including this clause, the agreement ensures that the service provider can rely on the client's statements, thereby reducing the risk of misunderstandings or misrepresentations that could affect the validity or performance of the contract.
Representations by the Client. By execution of the Agreement, the Client represents that: (i) the terms hereof do not violate any law or other obligation by which the Client is bound, whether arising by contract, operation of law or otherwise; (ii) the Agreement has been duly authorized by appropriate action and when so executed and delivered will be binding upon the Client in accordance with its terms; (iii) the Client has received a copy of Part 2 of Wellington Management’s Form ADV; and (iv) all representations made under this Agreement are true and accurate. The Client covenants that any future representations made to Wellington Management under or relating to this Agreement shall be true and accurate and that Wellington Management may rely on the accuracy of such representations in the performance of its duties hereunder. The Client further represents that (i) the Account is not comprised of “plan assets,” as such term is defined under the Employee Retirement Income Security Act of 1974, as amended; (ii) the Client is not a “private fund” as defined under the Advisers Act. Client agrees to notify Wellington Management promptly of any changes to the representations made in the aforementioned paragraphs that would result in a representation becoming untrue. The Client additionally agrees to each of the representations, warranties and agreements set forth in Attachment C, Master Agreement Representations.
Representations by the Client. The Client represents and warrants as to itself that (i) the appointment of the Adviser as discretionary investment adviser entitled to give entitlement orders or other instructions and communications to the Custodian is authorized by the governing documents (including, but not limited to the Quota Share Retrocession Agreement and all documents related thereto) relating to the Investment Account and that the terms of this Agreement do not violate any provisions thereof or any obligation by which it is bound, whether arising by contract, operation of law or otherwise; (ii) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon it in accordance with its terms; and (iii) it 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 the Client. As an incentive for Consultant to enter into this Agreement, Client hereby represents warrants and covenants to Consultant the following:
(a) Client is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities commission.
(b) Client is in good standing in its state of incorporation.
(c) Client has no prior existing legally binding obligations that are in conflict with its entering into this Agreement.
Representations by the Client. The Client represents and warrants to the Bank, for the term of the Loan, that: • the Loan will be used exclusively to protect business and employment in France; • it has not been granted any other loan that is covered by the State Guarantee for a total amount that exceeds the maximum amounts set out in Article 5 of the Decree; • it is not the subject of any safeguard, accelerated financial safeguard, accelerated safeguard, compulsory administration or compulsory liquidation proceedings; • since the closing date of the last financial year, no legal or financial event has occurred that might have a material effect on its legal situation, its business or its profitability and of which it has not informed the Bank; • the execution and performance of this Loan Agreement have been duly authorised by its corporate bodies and the competent authorities and do not require any other authorisation; • no lawsuit, action, proceedings or administrative procedure is/are pending or, so far as it is aware, is/are imminent with a view to preventing or prohibiting the execution of this Loan Agreement or that might have a material adverse effect on its business, its assets or its financial position; • no fact or event is likely to constitute an acceleration event within the meaning of this Loan Agreement; and • neither the Client nor, so far as the Client is aware, any director, senior manager, agent or employee, is a Sanctioned Person. Under this Loan Agreement: • ‘Sanctioned Person’ means any natural person or entity that is concerned by or is subject to Sanctions (particularly due to the fact that they (a) are owned or controlled directly or indirectly by any person that is concerned by Sanctions or (b) were incorporated in accordance with the law of a country subject to general Sanctions or Sanctions that have been extended to that country, or are a citizen or resident of the said country); • ‘Sanctions’ means any economic or financial sanctions, commercial embargoes or similar measures adopted, applied or imposed by any of the following authorities (or one of their organisations):
(a) the United Nations;
(b) the United States of America;
(c) the European Union or any current or future Member State; or
(d) the United Kingdom.
Representations by the Client. 5.1. You agree to give us full discretionary authority to manage your investments in the Portfolio(s) and, for that purpose, you give us the authority to:
5.1.1. take all investment decisions in respect of each Portfolio;
5.1.2. to subscribe for purchase, sale, exchange, convert or otherwise effect transactions in Assets within Portfolio(s) and to sign any documentation required in connection with such transactions; and
5.1.3. to issue instructions in connection with receipt, delivery or retention of Assets within Portfolio(s) and in the exercise of all powers of discretion (including voting rights) conferred on the owner of such Assets.
5.2. You agree that we may pool your Assets and register them in the same name as those of other clients. All of your Assets will be identifiable via a computerised registration process and where applicable will be held via CREST (a UK-based central securities depository) either uncertified or in certificate form. Frequent reconciliations will be undertaken and you will be informed of the total amount of Assets held on your behalf in the Report detailed in clause 13.
5.3. You confirm that any Assets shall be free from any encumbrances created by you.
5.4. You agree to inform us within 10 business days if you cease to be a client of the Financial Adviser. You will have 90 days from the date of such notification to appoint a new Financial Adviser and to notify us of such appointment. If you fail to do so, we have the right to terminate this Agreement.
Representations by the Client.
11.1 The Client represents that, as a legal entity, it has been duly formed in accordance with applicable law, that it has full legal powers to enter into this Agreement and that its representative/s are duly authorised to enter into this Agreement.
11.2 The Client acknowledges and accepts that (i) some of the Financial Instruments it may buy or enter into may be subject to a total (i.e. reduced to zero) or partial write-down or the conversion of the Financial Instruments, as a result of a resolution measure taken against the issuer of such Financial Instrument, or the co-contracting party to such Financial Instrument, while other instruments or liabilities of such issuer or co- contracting party would not be written down or converted or (ii) the final maturity date, the interest amount and the payment date of the Financial Instruments may be altered by a resolution authority. The Client hereby acknowledges that in the context of a partial or total sale of the issuer of the Financial Instruments' business, or of the co-contracting party of such Financial Instrument, subject to a resolution procedure, to a third institution or to a bridge institution, there is no certainty for the Client that the new institution may be able to fulfil the payment and repayment obligations of the issuer or co-contracting party with regard to the Financial Instruments. The Client acknowledges that no assurance may be given (i) with regard to the evolution of the secondary market of the unsecured Financial Instruments or to the liquidity of such investment, in particular in case of the implementation of a resolution measure, or (ii) with regard to the protection that may be provided to investors by existing liquidity arrangements from having to sell their Financial Instruments at a substantial discount below their principal amount, if the issuer or co-contracting party is subject to a resolution measure. Furthermore, the Client acknowledges that it will be bound by any resolution measure taken by a resolution authority in accordance with the provisions of Articles 33a, 69, 70 and 71 of Directive 2014/59/EU, as amended from time to time and as transposed into French law.
11.3 The Client represents that it acts in its own name. Otherwise, the Client shall follow the identification requirements of Natixis and the international standard regulation defined by the Financial Action Task Force (FATF) regarding the prevention of money laundering and the financing of terrorism, and put...
Representations by the Client. The Client represents and warrants that:
(i) it will comply with applicable law in its use of the Services;
(ii) execution, delivery, and performance of this Contract have been duly authorized and shall not conflict with any obligation of the Client, whether arising by contract, operation of law, or otherwise;
(iii) this Contract constitutes a valid, binding obligation of the Accountant; and
(iv) the Client has all rights necessary and power necessary to appoint the Accountant as its accounting agent.
Representations by the Client. The Client represents, warrants and undertakes to the Investment Manager on a continuing basis that:
(i) it has authority to enter into this Agreement and that it has taken all steps necessary to appoint the Investment Manager to perform the services envisaged in this Agreement;
(ii) it is duly authorised and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the Client is bound whether arising by contract, operation of law or otherwise;
(iii) the assets comprising the Portfolio are and will remain free of all liens, charges and other encumbrances, and that the Client is the beneficial owner of Portfolio assets;
(iv) it will provide the Investment Manager with such declarations or other documentation with respect to the Client’s tax status as the Investment Manager may reasonably request;
(v) it will advise the Investment Manager promptly of any changes to the Client’s tax status;
(vi) as a condition of the provision of services by the Investment Manager hereunder, it will produce to the Investment Manager such documents as the Investment Manager may require as evidence of the Client’s authority to enter into this Agreement, and will forthwith advise the Investment Manager of any variation of or supplements to such documents; and
Representations by the Client. 3.1 The Client undertakes that, for the duration of CTRfuture’s performance of its obligations under this Agreement:
3.1.1 the Client's staff and contractors shall fully co-operate with CTRfuture;
3.1.2 information supplied by the Client will be accurate and complete and reliance upon such information by CTRfuture or its personnel shall not constitute any infringement of any proprietary rights of any third party;
3.1.3 the Client has the authority to purchase the Goods from CTRfuture.
3.2 The Client shall indemnify and keep indemnified CTRfuture and its personnel in respect of any and all claims, losses and expenses sustained as a result of CTRfuture’s reliance on the Client’s representations under this Clause 3.
Representations by the Client. The Client represents and warrants to Adviser that:
a. There are no actions or proceedings by a governmental, regulatory or self-regulatory body pending or threatened against Client.
b. The Client has full authority and power to execute, deliver, consummate and perform this Agreement for the Client; the individual executing this Agreement has the requisite authority to bind the Client to this Agreement; this Agreement is valid, binding and enforceable against the Client (such enforceability being subject to creditors’ rights generally).
c. The Client warrants and represents that he or she owns all property deposited in the account free and clear of any lien or encumbrances and that no restrictions on disposition exist as to any such property. e No party other than the Client has an interest in the Account; all the information relating to the Client given to Adviser in connection with the opening of the Account is full, complete and accurate and Adviser may rely on such information until it receives written notice from the Client of any changes.
f. The above representations and warranties are continuing in nature during the term of this Agreement, and if at any time any event occurs that makes any of the foregoing not true, the Client will promptly notify Adviser.