Representations, Warranties and Covenants of Client Sample Clauses

Representations, Warranties and Covenants of Client. Client represents, warrants and covenants to the Transfer Agent that: (a) the Interests issued and outstanding on the date hereof have been duly authorized and validly issued and purchasers of the Interests will have no obligation to make payments to Client or its creditors (other than the purchase price for the Interests) or contributions to Client or its creditors solely by reason of the purchasers’ ownership of the Interests; and any Interests to be issued hereafter, when issued, shall have been duly authorized and validly issued and purchasers of the Interests will have no obligation to make payments to Client or its creditors (other than the purchase price for the Interests) or contributions to Client or its creditors solely by reason of the purchasers’ ownership of the Interests; (b) the Interests to be issued, when issued, will be issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder (“Regulation A+”); and will be duly registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or will be exempt from such registration; and (c) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Interests in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Certificate of Formation or the Limited Liability Company Agreement, as amended, of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound. This Agreement is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.

Representations, Warranties and Covenants of Client. Each Client also represents, warrants and acknowledges to and covenants with State Street as follows: (a) Client is duly authorized to execute and deliver this Agreement, to enter into the Transactions and to perform its obligations hereunder and thereunder and has taken all necessary action to authorize such execution, delivery and performance, and the execution, delivery and performance of this Agreement and the Transactions will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. (b) Client is the securities account entitlement holder or, as the case may be, deposit account customer of the Collateral free and clear of all security interests, liens and encumbrances. Client will defend the same against the claims and demands of all persons other than State Street. Client will not pledge, mortgage or create or suffer to exist a lien, security interest or other encumbrance in the Collateral in favor of any person other than State Street. (c) For each securities account maintained for Client with State Street with respect to any Collateral, State Street is acting as Client’s securities intermediary and, accordingly, State Street has control of the securities entitlements in the securities account by reason of Sections 8-106(e) and 9-106 of the Uniform Commercial Code of the State of New York as in effect from time to time (the “NYUCC”). For each deposit account maintained with State Street with respect to any Collateral, State Street is acting as Client’s bank and, accordingly, State Street has control of the funds in the deposit account by reason of Section 9-104(a)(1) of the NYUCC.

Representations, Warranties and Covenants of Client. All of the information you provide in this Agreement and the Application (including the Client Information) is accurate and complete, and you will notify Sponsor promptly of any changes in the information you have previously provided.

Representations, Warranties and Covenants of Client. Client represents, warrants and covenants that: a. Client is a Corporation organized and existing in good standing under the laws of the State of Nevada. b. The complete and exact name of Client is Labor Smart Inc. The organizational number of Client assigned by its state of organization is E0308252011-7. Except as noted in the following exceptions, during the five years preceding the date of this Agreement: (a) Client has not been known by or used any legal, fictitious or trade name; (b) Client has not changed its name in any respect; (c) Client has not been the surviving entity of a merger or consolidation; and (d) Client has not acquired all or substantially all of the assets of any person or entity. Exceptions: ____________________________________. c. Transfac shall be the sole and exclusive purchaser of Client’s Accounts. Client will not sell, factor or otherwise finance its Accounts and shall not grant any other security interest in its Accounts or Inventory. d. The execution, delivery and performance by Client of this Agreement have been duly authorized by all necessary action on the part of Client, and are not inconsistent with any organizational documents of Client, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which Client is a party or by which it is bound, and upon execution and delivery hereof, this Agreement will constitute a legal, valid and binding agreement and obligation of Client, enforceable in accordance with its terms. e. All financial statements of Client, and of any guarantor of Client's obligations under this Agreement, fully and fairly present the financial condition of Client and any guarantor as of the date thereof and the results of operations for the period or periods covered thereby. Since the date of such financial statements there has been no material adverse change in the financial condition of Client or any guarantor. Client agrees to submit financial statements and copies of tax returns for Client to Transfac and Client shall cause any guarantor to submit financial statements and copies of tax returns for such guarantor to Transfac as may be requested by Transfac, all such financial statements to fully and fairly present the financial condition of Client or such guarantor, as the case may be, and to be in a form and from a firm acceptable to Transfac. f. Client shall conduct its business in a lawful manner and in compliance with al...

Representations, Warranties and Covenants of Client. All of the information you provide in this Agreement and the Application (including the Client Information) is accurate and complete, and you will notify Sponsor promptly of any changes in the information you have previously provided. The Reasonable Restrictions (as amended) do not and will not violate any applicable state or federal law (including ERISA) or the terms of your governing documents,

Representations, Warranties and Covenants of Client. All of the information you provide in this Agreement and the Application (including the Client Information) is accurate

Representations, Warranties and Covenants of Client. Client represents, warrants and covenants to Supplier as follows: (a) Client is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization specified in the preamble hereto and has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such business is now being conducted. Client is duly qualified, licensed or authorized to transact business as a foreign corporation in any jurisdiction where such qualification, license or authorization is required under applicable law in light of the location or character of Client’s properties and operation of its business. (b) Client has full corporate power and authority to execute and deliver this Agreement, the Factoring Agreement, all Transaction Documents and all other agreements and instruments relating hereto or thereto (collectively, the “Supplier Documents”) and to assume and perform its obligations hereunder and thereunder. The execution and delivery of the Supplier Documents by Client and the performance of its obligations hereunder and thereunder have been duly authorized by all required corporate action on the part of Client. The Supplier Documents have been duly executed and delivered by Client and are legally valid and binding obligations of Client and enforceable against Client in accordance with their terms. The execution and delivery of the Supplier Documents by Client does not, and the performance of its obligations hereunder and thereunder will not, violate any provision of Client’s Certificate of Incorporation or Bylaws or any law, rule, regulation or order applicable to Client. The execution, delivery and performance of the Supplier Documents will not violate any agreement or instrument to which Client is a party, other than violations, if any, for which full waivers or other consents have been obtained by Client and delivered to Supplier pursuant to the Subordination Agreement. (c) Client is not in default under any material contract to which it is a party. (d) At the time Supplier provides any Accommodation to Client with respect to any Goods, such Goods shall not be subject to any security interest or other lien, claim, charge or encumbrance of any person or entity other than Supplier, other than those specified in §7(f) hereof and Client’s right to purchase such Goods pursuant to §5. (e) No consent, order or approval of or filing with, any court, tribunal, governmental...

Representations, Warranties and Covenants of Client. Client hereby represents and warrants as follows: (a) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Client’s powers and have been duly authorized by all necessary action on the part of Client. This Agreement has been duly executed and delivered by Client and constitutes legal, valid and binding obligations of Client, enforceable against Client in accordance with its terms. (b) The execution, delivery and performance by Client of this Agreement does not and will not (i) contravene or conflict with the organizational documents of Client, (ii) contravene or conflict with or constitute a violation of any Applicable Law(s), or (iii) breach or constitute a default under the provisions of any material contract, agreement or instrument to which it is a party or by which it is bound. (c) Client shall comply in all material respects with all Applicable Law(s) relating to its Commercialization of the Drug Product(s). (d) To the extent that Client supplies any Raw Materials or other information to Company (including packaging and labeling requirements) or engages in manufacturing with respect to any of the API or Drug Product (either directly or indirectly through a third party), all such Raw Materials or other information and formulas will comply with the Specifications and Applicable Law(s), including GMP. (e) Client represents that to the best of its knowledge, the manufacture or the sale of the API or Drug Product(s) does not and will not infringe any third party intellectual property rights or other rights and that it is not aware of any patents existing in the Territory in which Client markets or distributes such Drug Product relating in any manner to the Drug Product or any use, method, activity or application relating thereto which could adversely impact upon or prevent Company from Manufacturing the API or Drug Product as contemplated by the terms hereof. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Representations, Warranties and Covenants of Client. Client represents, warrants, and covenants that: a. CMC is a corporation organized and existing in good standing under the laws of the State of Nevada. b. The complete and exact name of CMC is CORGENIX MEDICAL CORPORATION. The organizational number of CMC assigned by its state of organization is C6200-1994. During the Five (5) years preceding the date of this Agreement: (a) CMC has not been known by or used any legal, fictitious or trade name, except that CMC currently uses the trade name REAADS Medical Products, Inc.; (b) CMC has not changed its name in any respect; (c) CMC has not been the surviving entity of a merger or consolidation; and (d) CMC has not acquired all or substantially all of the assets of any person or entity. c. CORGENIX is a corporation organized and existing in good standing under the laws of the State of Delaware. d. The complete and exact name of CORGENIX is CORGENIX, INC. The organizational number of CORGENIX assigned by its state of organization is 2235854. During the Five (5) years preceding the date of this Agreement: (a) CORGENIX has not been known by or used any legal, fictitious or trade name, except that CORGENIX currently uses the trade name REAADS Medical Products, Inc.; (b) CORGENIX has not changed its name in any respect; (c) CORGENIX has not been the surviving entity of a merger or consolidation; and (d) CORGENIX has not acquired all or substantially all of the assets of any person or entity. e. The execution, delivery and performance by Client of this Agreement have been duly authorized by all necessary action on the part of Client, and are not inconsistent with any organizational documents of Client, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which Client is a party or by which it is bound, and that by the execution and delivery hereof, Client intends that this Agreement will constitute a legal, valid and binding agreement and obligation of Client, enforceable in accordance with its terms. f. All financial statements of Client, fully and fairly present the financial condition of Client as of the date thereof and the results of operations for the period or periods covered thereby. Since the date of such financial statements there has been no material adverse change in the financial condition of Client. Client agrees to submit financial statements for Client to Summit as may be reasonably requested by Summit, all such financial...

Representations, Warranties and Covenants of Client. (a) You represent and confirm that You are a natural person, who is at least 18 years of age and a U.S. person, which includes a U.S. resident alien, have a valid U.S. residential mailing address and have a valid U.S. taxpayer identification number (or social security number). Adviser does not offer our services outside of the U.S. If You are moving, traveling, or will be temporarily residing overseas, we recommend You contact Adviser to prevent any disruption in Your account activity. Your Services may be terminated if You no longer reside in the United States. You further represent and confirm that You have the legal capacity to enter into this Client Agreement and perform Your obligations hereunder. (b) You further represent that this Client Agreement, as the same may be amended from time to time, is Your legal, valid and binding obligation, enforceable against You in accordance with its terms, and that the terms of this Client Agreement do not violate any obligation by which You are bound, whether arising by contract, operation of law, or otherwise. (c) You acknowledge and agree Adviser shall devote such part of its time as is reasonably needed for the services contemplated under this Client Agreement; provided, however, that this Client Agreement shall not prevent Adviser from rendering similar services to other persons. Nothing in this Agreement shall limit or restrict Adviser or any of its officers, affiliates or employees from, as permitted by law, buying, selling or trading in any securities for its own or their own accounts. You acknowledge that Adviser and its officers, affiliates and employees, and Adviser’s other clients may, as permitted by law, at any time have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being recommended for purchase or sale for Your portfolio. As permitted by law, Adviser shall have no obligation to recommend to You a position in any investment which Adviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, if in the sole discretion of Adviser, it is not feasible, suitable or desirable for You to acquire a position in such investment. (d) You represent and confirm You are aware of the risks of loss inherent in trading securities and that You are financially capable of engaging in such trading and can afford a complete loss of your investment. Adviser does not guarantee the future performance of Your port...