Representations of Client Sample Clauses

Representations of Client. Client represents and warrants to Manager that (a) Client is the beneficial owner of all assets in the Account and that there are no restrictions on transfer or sale of any of those assets; (b) this Agreement has been duly authorized, executed, and delivered by Client and is Client's valid and binding obligation; (c) the names of the individuals who are authorized to act under this Agreement on behalf of Client have been given to Manager in writing; (d) no government authorizations, approvals, consents, or filings not already obtained are required in connection with the execution, delivery, or performance of this Agreement by Client; and (e) Client certifies that it is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), nor a Person acting on behalf of any such plan. Client agrees to notify Manager in writing within five (5) days after the occurrence of an event making the above statement no longer accurate. Client agrees to indemnify, defend and hold harmless Manager and its officers, directors, agents, employees, shareholders, legal representatives, successors and assigns, from and against any and all claims, actions, suits, damages, costs, liabilities, judgments, losses, charges, costs and expenses, including attorneys' fees, of Manager arising from any failure by Client to accurately disclose its status under this Section or by reason of any defect in Client's authority to appoint Manager under this Agreement.

Representations of Client. CLIENT warrants and covenants that sufficient funds are available or will be available upon receipt of CONSULTANT’s invoice to make payment in full for the services rendered by CONSULTANT.

Representations of Client. Client represents and warrants to, and covenants with, Xxxxx Fargo as follows:

Representations of Client. Client represents and warrants as follows: (a) It is the Named Fiduciary with respect to the control or management of the assets of the Plan in accordance with the requirements of ERISA. As such, Client has the power and authority to appoint an investment adviser or investment manager under the terms of the Plan, and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties. (b) Client is the fiduciary of the Plan with the authority to cause the Plan to enter into this contract, unless another party is identified on the signature page. In this capacity, Client (or such other person or group) is referred to as the Responsible Plan Fiduciary. (c) The person signing the Agreement on behalf of Client has been delegated all necessary authority to do so by Client and the trustees (or Named Fiduciary) of the Plan, and that he or she (including Client, the trustee and the Named Fiduciary) is independent of and unrelated to The Leaders Group or any of its affiliates. (d) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. If Client is a corporation, the signatory on behalf of such Client represents that the execution of the Agreement has been duly authorized by appropriate corporate action and agrees to provide such supporting documentation as may be reasonably required by The Leaders Group. (e) Client and the Responsible Plan Fiduciary acknowledge that before this Agreement was entered into, The Leaders Group provided to the Responsible Plan Fiduciary information regarding services, compensation, fiduciary obligations and conflicts of interest, and the Responsible Plan Fiduciary acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage The Leaders Group. All such information is included in this Agreement, in the Appendixes hereto which are part of this Agreement and in The Leaders Group’s Form ADV Part II, a copy of which has been delivered to Client and Responsible Plan Fiduciary and are incorporated by reference herein. Client has reviewed and considered the contents of the disclosure documents, in particular, the provisions relating to compensation, interests in transactions and potential conflicts of interest, as well as the remainder of the disclosure documents which contain information concerning, among o...

Representations of Client. 1. The Client represents and warrants to AKCENTA that: i. It has the full legal title to Financial Collateral and that, under the Agreement and this Schedule, AKCENTA shall obtain Financial Collateral to the Secured Claims having the nature of a pledge over Financial Collateral in favor of AKCENTA; ii. Financial Collateral is free of and unencumbered with any pledge, and no third party has any right to Financial Collateral, contractual or otherwise, which might affect AKCENTA's right to freely dispose of Financial Collateral; iii. During the duration of this Agreement, the Client shall not create any pledge over Financial Collateral in favor of any third party; iv. To the best of the Client's knowledge, no fact exists which might impair or challenge the establishment of Financial Collateral agreed in accordance with Art. III of this Schedule, or which might affect the validity, effectiveness, binding character or enforceability of this Schedule to the Agreement, or the Client's ability to perform his obligations under this Schedule; v. To the Client's knowledge, no Event of Default in accordance with Art. VII of this Schedule has occurred or is continuing, or any event which might with the lapse of time or the giving of notice (or both) constitute an Event of Default, nor has any Early Termination Event under Art. VII of this Schedule or in relation thereto occurred or is continuing; vi. He is familiar with the contents of all of his obligations arisen in connection with or based on the agreed Financial Collateral. 2. Each of the Client's representations and warranties specified in this Article above shall be deemed repeated, valid and effective as of each day during the term of the Agreement and the agreed Financial základě Smlouvy a této Přílohy, zejména pohledávek na zaplacení smluvní pokuty v případě porušení závazků Klienta a pohledávek na náhradu újmy vzniklé AKCENTĚ porušením závazků Klientem, které vzniknou ode dne podpisu Smlouvy, a to až do celkové výše částky, která tvoří finanční kolaterál, jak je specifikován v čl. III. této Přílohy; (společně dále jen „Zajištěné pohledávky“). 1. K zajištění výše uvedených Zajištěných pohledávek Klient a AKCENTA tímto sjednali Finanční zajištění ve smyslu Zákona o finančním zajištění mající povahu zástavního práva k finančnímu kolaterálu ve prospěch AKCENTY. 2. Finančním kolaterálem, jenž je předmětem sjednaného Finančního zajištění, jsou peněžní prostředky Klienta, jež jsou Klientem složeny na IPÚ dle čl. I. odst. 2 t...

Representations of Client. Client represents and warrants that (a) it is the empowered representative or the lawful owner of the Animals and the Tissue Samples, (b) it has sufficient rights to use, and to permit Viagen and its subcontractors to use, the Animals and Tissue Samples as contemplated by this Agreement, (c) has the full capacity and authority to enter this Agreement, (d) the Tissue Samples originated in the United States, or such Tissue Samples are lawfully within the United States or will be shipped to Viagen in the United States in accordance with applicable United States law, (e) client agrees to immediately inform Viagen of any change in ownership of the Cultured Cells by signing a Transfer Agreement and (f) it will identify in this contract if cell lines for cloning efforts have been genetically manipulated (i.e. transgenic or xxxx edited) prior to shipment to lab and nuclear transfer.

Representations of Client. The Client represents and warrants to AKCENTA that:

Representations of Client. Client represents and warrants that (a) it has the legal right and authority, and will continue to own or maintain the legal right and authority, during the term of this Agreement, to use any Client IP and/or Client Data (defined below) contemplated to be used in connection with this Agreement; (b) the performance of its obligations, its use of the Service(s) and the terms of this Agreement, will not, to its knowledge, cause a breach of any agreements with any third parties or unreasonably interfere with any other of TNC clients’ use of TNC services and, to its knowledge, will not violate any applicable laws or regulations, and (c) it has the legal right and authority to enter into this Agreement based on the signature following Client’s name below.

Representations of Client. ‌ 9.1. You warrant, declare and represent to us, the following: a) You have not been induced, coerced or otherwise persuaded to enter into the Agreement and/ or have not entered into the Agreement based on any representation other than what is included in the Agreement. b) You are a natural/ legal person, with full power and authority to enter into the Agreement and to execute the provisions thereof. c) The conclusion and execution of the Agreement have been duly approved by all relevant bodies and/ or authorities and do not contravene any legislation, constitutional document or agreement that bind or affect you or your assets. d) The English language is a language with which you are adequately conversant and familiar, in order to understand the contents of the Agreement and any communication between the Parties. e) You will not publish, reproduce or disclose in any way to any third party any information or recommendations by us which are made available in any way to you within the framework of the Agreement. f) You will, at all times, provide us with up to date, accurate and complete information, as well as inform us immediately in writing of any change of the information provided, including any change of any data you provide us from time to time, even if the change of the data has been announced or published. g) You act in your personal capacity and not as a trustee of any third party, unless you have presented, to our satisfaction, documents permitting you to act as a trustee of any third party. h) Save as otherwise provided for in the Agreement, you are fully aware of the risks entailed in any investment in Financial Instruments (for which risks we shall not be liable) and are financially able to recover from any loss that might result from such investments. i) In case you are a legal person, you have obtained and will duly renew and maintain a LEI code that pertains to you. You will immediately inform us in writing of any changes to such LEI code and of any new LEI code issued to you.

Representations of Client. 4.1 The Client warrants, declares and represents to the Company, the following: (a) The Client is a legal person, with full power and authority to enter into this Agreement and to execute the provisions thereof, (b) The conclusion and execution of this Agreement have been duly approved by all relevant bodies and/or authorities and do not contravene any legislation or agreement that binds or affects the Client or his assets, (c) The funds, the Financial Instruments and other assets which the Client delivers from time to time to the Company belong exclusively to the Client and are owned by him free from any lien, charge, pledge and/or any other encumbrance or claim by any third party, unless the Client has otherwise disclosed to the Company in writing, (d) The funds, the Financial Instruments and other assets which the Client delivers from time to time to the Company are not connected directly or indirectly to any illegal acts or criminal activities, (e) The Client acts in his personal capacity and not as an authorised representative / attorney or trustee of any third party, (f) The Client is fully aware of the risks entailed in any investment in Financial Instruments (for which risks the Company shall not be liable) and is financially able to recover from any loss that might result from such investments, and (g) The Financial Instruments and/or other documents which the Client delivers to the Company are genuine, valid and free of any defect and they shall have the legal effect which they purport to have.