Common use of Warranties of Merchant Clause in Contracts

Warranties of Merchant. Merchant represents and warrants to Bank and Company at the time of execution and during the term of this Agreement the following: (a) All information contained in the Merchant Application or any other documents delivered to Bank or Company is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, or officers. (b) Merchant is a Corporation, Limited Liability Company, Partnership, Sole Proprietorship, or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals signing the Merchant Application (and thus this Agreement) have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Laws, or conflict with any other agreement to which Merchant is subject. (c) Individuals signing this agreement (“Signers”) are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (e) Merchant is not engaged or affiliated with any businesses, products, or methods of selling other than those set forth on the Merchant Application, unless Merchant obtains the prior written consent of Bank. (f) There is no action, suit, or proceeding at law or in equity now pending or, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (g) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby.

Warranties of Merchant. Merchant represents and warrants to Bank and Company at the time of execution and during the term of this Agreement the following: (a) All information contained in the Merchant Application or any other documents delivered to Bank or Company is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, or officers. (b) Merchant is a Corporation, Limited Liability Company, Partnership, Sole Proprietorship, or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals signing the Merchant Application (and thus this Agreement) have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Laws, or conflict with any other agreement to which Merchant is subject. (cd) Individuals signing this agreement (“Signers”) are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (de) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (ef) Merchant is not engaged or affiliated with any businesses, products, or methods of selling other than those set forth on the Merchant Application, unless Merchant obtains the prior written consent of Bank. (fg) There is no action, suit, or proceeding at law or in equity now pending or, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (gh) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby. (i) Merchant has complied with Bank and Company procedures for accepting Cards, and the Card Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counterclaim which may be raised by any Cardholder under the Rules, the Consumer Credit Protection Act (15 U.S.C. § 1601) or other relevant Laws. (j) Merchant warrants that any Credit Voucher it issues represents a bona fide refund or adjustment on a Card Sale by Merchant with respect to which a Sales Draft has been accepted. k) Unless Merchant notifies Bank and Company in writing, either on the Merchant Application or otherwise, no other processing relationship exists between Merchant and any other Bankcard processing institution, for this business, or any other business managed or owned by Merchant.

Warranties of Merchant. Merchant represents and warrants to Bank and Company an d C om p an y at the time of execution and during the term of this Agreement the following: (a) All information contained in the Merchant Application or any other documents delivered to Bank or and Company in connection herewith and therewith is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, owners or officers. (b) Merchant is a Corporation, Limited Liability Company, Partnership, Sole Proprietorship, Proprietorship or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals individual signing the Merchant Application (and thus this Agreement) agreement have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Lawsprovisions of law, or conflict with any other agreement to which Merchant is subject. (c) Individuals signing this agreement (“Signers”) are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (e) Merchant is not engaged or affiliated with any businesses, products, products or methods of selling other than those set forth on the Merchant Application, unless Merchant obtains the prior written consent of Bank. (f) There is no action, suit, suit or proceeding at law or in equity now pending or, or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (g) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby.

Warranties of Merchant. Merchant represents and warrants to Bank and Company Service Provider at the time of execution and during the term of this Agreement the followingT erm: (a) All t o t he be s t of i t s k now l edge t hat all information contained in the Merchant Application or any other documents delivered to Bank or Company Service Provider in connection herewith and therewith is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, owners or officers. (b) Merchant is a Corporationc orporation, Limited Liability Companyl imited l iability c ompany, Partnershipp artnership, Sole Proprietorship, s ole p roprietorship or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals individual signing the Merchant Application (and thus this Agreement) Agreement have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Lawsprovisions of law, or conflict with any other agreement to which Merchant is subject. (cd) Individuals signing this agreement (“Signers”) A greement are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (de) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (ef) Merchant is not engaged or affiliated with any businesses, products, products or methods of selling other than those set forth on the Merchant ApplicationMerchant, unless Merchant obtains the prior written consent of BankService Provider. (fg) There is no action, suit, suit or proceeding at law or in equity now pending or, or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (gh) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby. (i) Merchant has complied with Service Provider procedures accepting Cards, and the Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset or counter claim which may be raised by any Cardholder under the R ules, the Consumer Credit Protection Act (15 USC § 1601) or other relevant state or federal statutes or regulations. (j) Merchant warrants that any Credit Voucher, which it issues represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted. (k) Unless Merchant notifies Service Provider in writing, either on Application or otherwise, no other processing relationship exists between Merchant and any other payment processing institution, for this business, or any other business managed or owned by Merchant. (l) All Transactions are bona fide. No Transaction involves the use of a Card for any purpose other than the purchase of goods or services from Merchant. (m) Merchant and Guarantor(s) acknowledge that all documents submitted in conjunction with this Agreement are being submitted in order to induce a federally insured financial institution to extend them credit and that submission of any false information herein may subject them to criminal prosecution, fine and/or imprisonment. (n) Merchant has supplied its true and correct taxpayer identification number on the Application.

Warranties of Merchant. Merchant represents and warrants to Bank and Company at the time of execution and during the term of this Agreement the following: (a) All information contained in the Merchant Application or any other documents delivered to Bank or Company is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, or officers. (b) Merchant is a Corporation, Limited Liability Company, Partnership, Sole Proprietorship, or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals signing the Merchant Application (and thus this Agreement) have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Laws, or conflict with any other agreement to which Merchant is subject. (cd) Individuals signing this agreement (“Signers”) are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (de) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (ef) Merchant is not engaged or affiliated with any businesses, products, or methods of selling other than those set forth on the Merchant Application, unless Merchant obtains the prior written consent of Bank. (fg) There is no action, suit, or proceeding at law or in equity now pending or, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (gh) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby. (i) Merchant has complied with Bank and Company procedures for accepting Cards, and the Card Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counterclaim which may be raised by any Cardholder under the Rules, the Consumer Credit Protection Act (15 U.S.C. § 1601) or other relevant Laws. (j) Merchant warrants that any Credit Voucher it issues represents a bona fide refund or adjustment on a Card Sale by Merchant with respect to which a Sales Draft has been accepted.

Warranties of Merchant. Merchant represents and warrants to Bank and Company at the time of execution and during the term of this Agreement the following: (a) All information contained in the Merchant Application or any other documents delivered to Bank or Company is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, or officers. (b) Merchant is a Corporation, Limited Liability Company, Partnership, Sole Proprietorship, or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals signing the Merchant Application (and thus this Agreement) have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Laws, or conflict with any other agreement to which Merchant is subject. (cd) Individuals signing this agreement (“Signers”) are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (de) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (ef) Merchant is not engaged or affiliated with any businesses, products, or methods of selling other than those set forth on the Merchant Application, unless Merchant obtains the prior written consent of Bank. (fg) There is no action, suit, or proceeding at law or in equity now pending or, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (gh) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby.. (i) Merchant has complied with Bank and Company procedures for accepting Cards, and the Card Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counterclaim which may be raised by any Cardholder under the Rules, the Consumer Credit Protection Act (15 U.S.C. § 1601) or other relevant Laws. (j) Merchant warrants that any Credit Voucher it issues represents a bona fide refund or adjustment on a Card Sale by Merchant with respect to which a Sales Draft has been accepted. k) Unless Merchant notifies Bank and Company in writing, either on the Merchant Application or otherwise, no other processing relationship exists between Merchant and any other Bankcard processing institution, for this business, or any other business managed or owned by Merchant. (l) All Transactions are bona fide. No Transaction involves the use of a Card for any purpose other than the purchase of goods or services from Merchant. (m) Merchant and Guarantor(s) acknowledge that all documents submitted in conjunction with this Agreement are being submitted in order to induce a federally insured financial institution to extend them credit, and that submission of any false information may subject them to criminal prosecution, fine, and imprisonment. (n) Merchant has supplied its true and correct taxpayer identification number on the Merchant Application. (o) Merchant, and its principals or sales agents, have not been terminated from depositing Sales with any member of the Card Brands, have never been placed on the MasterCard Match system, or on the Combined Terminated Merchant File except as disclosed in writing to Bank. (p)

Warranties of Merchant. Merchant represents and warrants to Bank and Company Service Provider at the time of execution and during the term of this Agreement the followingT erm: (a) All information contained in the Merchant Application or any other documents delivered to Bank or Company Service Provider in connection herewith and therewith is true and complete and properly reflects Merchant’s business, financial condition, and principal partners, owners, owners or officers. (b) Merchant is a Corporationc orporation, Limited Liability Companyl imited l iability c ompany, Partnershipp artnership, Sole Proprietorship, s ole p roprietorship or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals individual signing the Merchant Application (and thus this Agreement) Agreement have the power and authority to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and will not violate any Lawsprovisions of law, or conflict with any other agreement to which Merchant is subject. (c) Individuals signing this agreement (“Signers”) A greement are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (e) Merchant is not engaged or affiliated with any businesses, products, products or methods of selling other than those set forth on the Merchant ApplicationMerchant, unless Merchant obtains the prior written consent of BankService Provider. (f) There is no action, suit, suit or proceeding at law or in equity now pending or, or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (g) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby.. (h) Merchant has complied with Service Provider procedures accepting Cards, and the Transaction itself shall not involve any element of credit for any other

Warranties of Merchant. Merchant represents and warrants hereby provides the following warranties to Bank and Company at the time of execution and during the term of this Agreement the followingBCC: (a) All information contained in the Merchant Application or any other documents delivered to Bank or Company and /or BCC in connection therewith is true and complete and properly reflects Merchant’s business, financial condition, condition and principal partners, owners, owners or officers. (b) Merchant is a Corporation, Limited Liability Company, Partnership, Sole Proprietorship, or other legitimate and legally organized organization validly existing and organized in the United States. (c) Merchant and individuals signing the Merchant Application (and thus this Agreement) have Xxxxxxxx has the power and authority to execute, deliver, deliver and perform this Agreement, and this . This Agreement is duly authorized, and will not violate any Lawsprovisions of law, or conflict with any other agreement to which Merchant is subject. (c) Individuals signing this agreement (“Signers”) are duly authorized by the legal entity represented by Signers in the Merchant Application to bind Merchant into this Agreement on behalf of Merchant. (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so. (e) Merchant is not engaged or affiliated with any businesses, products, or methods of selling other than those set forth on the Merchant Application, unless Merchant obtains the prior written consent of Bank. (fd) There is no action, suit, suit or proceeding at law or in equity now pending or, or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations. (e) Each Card Transaction presented to Bank for collection is genuine and is not the result of any fraudulent transaction or is not being deposited on behalf of any business other than Merchant as authorized by this Agreement. Further, Merchant warrants that each Card Transaction is the result of a bona fide Card Transaction for the purchase of goods or services by the Cardholder in the total amount stated on the Card Transaction. (f) Merchant is not now, and will not during the term of this Agreement, engage in any manner of or deposit Card Transaction resulting from any type of business listed on the Unacceptable Merchant List. (g) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced therebythereby and the Cardholder has no defense right of offset or counterclaim against Merchant in connection with the Card Transaction. (h) Merchant has complied with Bank’s Card Acceptance Procedures and the Card Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement, and shall not be subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations’ rules, Discover Operating Regulations, the Consumer Credit Protection Act (15 USC 1601) or other relevant state or federal statutes or regulations. (I) Merchant warrants that any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Card Transaction has been accepted by Bank. (j) Merchant is not subject to any proceeding in bankruptcy, voluntary or involuntary, or has not made any assignment for the benefit of creditors. (k) Merchant may not accept a Card for an unlawful Internet gambling transaction. Merchant will pay all Card Association fines, fees, penalties and all other assessments or indebtedness levied by Card Associations to Bank which are attributable, at the Bank’s discretion, to Merchant’s Transaction processing or business. (l) Garnishment/Levy: Legal process fees of a $100.00 each include, but are not limited to, levy, writ, garnishment, subpoena, and other requests for information from law enforcement agencies. Xxxxxxxx understands and agrees that violation of any of these warranties shall be an Event of Default, and may cause this Merchant Agreement to be immediately terminated, or subject to termination, have all funds placed into a Reserve Account and result in Merchant and each Guarantor placed on the Combined Terminated Merchant File (CTMF), MATCH File or the Consortium Merchant Negative File (CMNF) published by Discover.