Representations of the Client. The Client represents that all corporate actions on the part of the Client, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.
Representations of the Client. The Client and the Trust represent and warrant, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(A) (I) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “‘Securities Act”), and the 1940 Act has been declared or becomes effective.
(B) It shall cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Xxxxxxx and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Xxxxxxx, in order to enable Xxxxxxx to perform its duties and obligations under this Agreement.
(C) To the knowledge of the Client, Trust and the Fund, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws and registration statement and the Fund’s prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.
(D) Each of the employees of Xxxxxxx that serve or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be cancelled or terminated.
(E) Any officer of the Trust shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.
Representations of the Client. The Client hereby represents and warrants to the Advisor that:
(a) The Client shall notify the Advisor of any option, lien, charge, security or encumbrance exists or will, due to any act or omission of the Client, that exist over any of the intended contributions made to the Account and that such assets will only be included in the Account with the express consent of the Advisor;
(b) The Client shall provide to the Advisor from time to time, or when any changes occur, a current list of public companies in which the Client owns, directly or indirectly, more than 10 per cent of any class of equity securities or is otherwise an insider. The Client undertakes to notify the Advisor, in writing, of any investment restrictions resulting from membership on the board and/or being an “insider” of a publicly listed company;
(c) The Client acknowledges that the Advisor will be relying on, and the Client hereby represents the accuracy of, the information provided in the account opening process provided to the Advisor and the Plan as the Client acknowledges that the Plan will be used in assessing the suitability of the trades made by the Advisor on behalf of the Account. The Client shall promptly advise the Advisor of any material change in the Client’s financial circumstances that would affect the Client’s investment objectives contained in the Plan. Until such time that the Advisor is advised of the above, the Client acknowledges that the Advisor may conduct operations in reliance on the existing Plan.
(d) The Client is not a party to, bound by, affected by, or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter, by-law, order, judgement, decree, license, law (including regulations) or governmental authorization that would be violated, breached by, or under which default would occur as a result of the execution and delivery of, or performance of obligations under, this Agreement;
(e) The Client shall be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes, levies, duties or other liability or payment arising out of, or in connection with, the securities held in the Account. In the event the Advisor is under any obligation to pay any of the above, it may do so using Account Assets;
(f) The Client acknowledges that the Advisor is required by applicable laws to determine the identity of the Client and to collect certain inform...
Representations of the Client. 1. The Client hereby represents that it has obtained and processes Personal Data in accordance with applicable laws, including the GDPR. The Client confirms in particular that, where applicable, it has (i) obtained and holds the legally required marketing consent, (ii) informed the data subjects about the processing of the data to the extent and in the manner required under the GDPR, and (iii) has the right to process Personal Data and entrust them for processing to ClickMeeting to the extent and for the purpose defined in Annex 1 hereto. Notwithstanding the foregoing, if the Client is not the Personal Data controller, it confirms that it has received the permission of the respective controller as required under the GDPR to entrust ClickMeeting with further Personal Data processing for the purpose and to the extent in question.
2. The Client hereby confirms that the technical and organizational measures described in the Knowledge Base available in GDPR section at: xxxxx://xxxxxxxxxxxx.xxx/faq/, implemented by ClickMeeting for the protection of Personal Data are suitable and sufficient for the protection of the rights of data subjects; the Client considers ClickMeeting to be providing sufficient guarantees in this respect.
3. The Client acknowledges and accepts that they are responsible for secure use of the Service, which includes properly securing the Client Account authentication data, ensuring the security of the Personal Data while their being provided for the purpose of the Service, and taking suitable actions to ensure secure encryption and creation of internal backup of the Personal Data entrusted to ClickMeeting and protection against unauthorized access.
4. The Client hereby acknowledges and accepts that in connection with the provision of the Service, ClickMeeting uses cookies and other similar tracking technologies. The Client shall use appropriate messages and have appropriate permissions, and opt-in and opt-out mechanisms required under applicable legislation in order to allow ClickMeeting to use these technologies in accordance with the law and to collect data in accordance with the Privacy Policy (xxxxx://xxxxxxxxxxxx.xxx/legal) and as described therein from the devices of data subjects whose Personal Data the Client entrusts to ClickMeeting.
5. The Client shall inform ClickMeeting without undue delay about any inspection by the Data Protection Supervisory Authority that is connected with the processing of the Personal Data entrusted to Clic...
Representations of the Client. The Client makes following representations to the Investment Advisor:
Representations of the Client. Client represents that it has the full right and authority to enter into and perform this Agreement. The consummation of the Agreement and the transactions contemplated herein do not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements or understanding between Client and any other person or entity. Client represents and warrants to Consultant that Client is able to timely pay Consultant all fees and expenses incurred in the performance of the services hereunder.
Representations of the Client. The Client represents to the Institution that:
a) The Client possesses all necessary powers and licenses to conduct its present business and the Project.
b) The Client Information Form is true and correct.
c) The Client is experienced and knowledgeable in all business matters relating to the Project.
d) The Client has prepared with all due care the Project Information Form and the Cash Flow and Revenue Projection based on his experience and knowledge and has completed all reasonable investigation to assure that such are true and correct and disclose all factors relevant to the Institution’s evaluation of the Project.
e) The Client Financials are true and correct according to generally accepted accounting principles consistently applied accurately representing the Client’s financial status on the dates and the profit
f) The Client has suffered no material adverse change in business operation or financial position since the date of the most recent Client Financials supplied to the Institution.
Representations of the Client. 1. The Client represents that in the legal relationship established under this Loan Agreement it acts as a legal entity and that the execution of this Loan Agreement falls within the scope of its entrepreneurial activity or other business operations.
2. The Client represents that all representations made by the Client in the General Loan Terms and Conditions are true, complete, accurate and not misleading in any material respect.
3. The Client represents that a person providing collateral under this Loan agreement, company CME Czech Republic B.V., with its registered seat at Hxxxxxxxxxxxx 0, 0000XX Xxxxxxxxx Zuidoost, The Netherlands (hereinafter as "Security assignor"), is its 100% subsidiary and agrees to execution of the collateral contract specified in the Article VII herein.
Representations of the Client. The Client represents to the Institution that:
a) The Client possesses all necessary powers and licenses to conduct its present business and the Project.
b) The Client Information Form is true and correct.
c) The Client is experienced and knowledgeable in all business matters relating to the Project.
d) The Client has prepared with all due care the Project Information Form and the Cash Flow and Revenue Projection based on his experience and knowledge and has completed all reasonable investigation to assure that such are true and correct and disclose all factors relevant to the Institution’s evaluation of the Project.
e) The Client Financials are true and correct according to generally accepted accounting principles consistently applied accurately representing the Client’s financial status on the dates and the profit and loss for the periods indicated, an no liabilities, fixed or contingent exist at the indicated dates other than as appear in the Client Financials.
f) The Client has suffered no material adverse change in business operation or financial position since the date of the most recent Client Financials supplied to the Institution.
Representations of the Client. 1. The Client hereby represents that it has obtained and processes Personal Data and non-personal data in accordance with applicable laws, including the GDPR. The Client confirms in particular that, where applicable, it has (i) obtained and holds the legally required marketing consent, (ii) informed the data subjects about the processing of the data to the extent and in the manner required under the GDPR, and
