Common use of Your Representations and Covenants Clause in Contracts

Your Representations and Covenants. You represent, warrant and covenant, which representations and warranties shall be deemed repeated each day on which this Agreement is in effect, that: (i) you will engage in all Activities as principal, and accordingly, you will determine the appropriateness for you of such Activities, and address any legal, tax or accounting considerations applicable to you. (ii) no person that is not a party to this Agreement has any interest in the Account or the property therein; (iii) you are and will be: (A) knowledgeable of and experienced in the risks of entering into the Activities in which you engage; (B) capable of evaluating the merits and risks of such Activities; (C) able to bear the economic risks of such Activities, and (D) solely responsible for monitoring compliance with your own internal restrictions and procedures governing investments, trading limits and manner of authorizing investments, and laws and regulations affecting your power, authority or ability to trade, invest or engage in such Activities; (iv) you will immediately notify XX Xxxxxx of any material adverse change in your financial condition; (v) unless XX Xxxxxx has expressly agreed otherwise in a written agreement under which XX Xxxxxx receives compensation specifically identified as consideration for acting in such capacity or providing such advice, (A) XX Xxxxxx is not your fiduciary or adviser; (B) no advice furnished by XX Xxxxxx shall form a primary basis for any of your decisions; (C) no amounts paid by you to XX Xxxxxx shall be attributable to any advice provided by XX Xxxxxx; and (D) you will not rely on XX Xxxxxx taking any action with respect to any account, position or Activity, including advising you of any rights you may have or of the expiration of any periods for taking any action on any matter;

Your Representations and Covenants. You represent, warrant and covenant, which representations and warranties shall be deemed repeated each day on which this Agreement is in effect, that: (i) you will engage in all Activities as principal, and accordingly, you will determine the appropriateness for you of such Activities, and address any legal, tax or accounting considerations applicable to you. (ii) no person that is not a party to this Agreement has any interest in the Account or the property therein; (iii) you are and will be: (A) knowledgeable of and experienced in the risks of entering into the Activities in which you engage; (B) capable of evaluating the merits and risks of such Activities; (C) able to bear the economic risks of such Activities, and (D) solely responsible for monitoring compliance with your own internal restrictions and procedures governing investments, trading limits and manner of authorizing investments, and laws and regulations affecting your power, authority or ability to trade, invest or engage in such Activities; (iv) you will immediately notify XX Xxxxxx of any material adverse change in your financial condition; ; (v) unless XX Xxxxxx has expressly agreed otherwise in a written agreement under which XX Xxxxxx receives compensation specifically identified as consideration for acting in such capacity or providing such advice, (A) XX Xxxxxx is not your fiduciary or adviser; (B) no advice furnished by XX Xxxxxx shall form a primary basis for any of your decisions; (C) no amounts paid by you to XX Xxxxxx shall be attributable to any advice provided by XX Xxxxxx; and (D) you will not rely on XX Xxxxxx taking any action with respect to any account, position or Activity, including advising you of any rights you may have or of the expiration of any periods for taking any action on any matter; (vi) before depositing in your Accounts, tendering as Margin or instructing XX Xxxxxx to sell any securities that are “restricted securities” or securities of an issuer of which you are an “affiliate” (as those terms are defined in Rule 144 under the Securities Act of 1933) you will (A) advise XX Xxxxxx of the status of such securities, (B) obtain clearance from XX Xxxxxx with regard to the salability of such securities, (C) promptly furnish whatever information and documents (including opinions of legal counsel) that XX Xxxxxx may reasonably request and (D) not sell, pledge, assign or transfer such securities, unless you first provide any such required or requested documents; (vii) unless you advise us to the contrary in writing, at all times, none of your assets constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited transaction sections of ERISA, the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended, or any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, and you will notify XX Xxxxxx in the event that you are aware that you are in breach of the foregoing; (viii) you have the right to pledge and assign to XX Xxxxxx all Margin pledged and assigned hereunder; (ix) the Margin is and at all times will be free and clear of any liens, claims and encumbrances, except in favor of a JPM Affiliate, and you will not take any action that would impair a XX Xxxxxx Entity’s first priority, perfected security interest in the Margin; (x) upon your delivery of Margin, the filing of any financing statements required by the Uniform Commercial Code as in effect in the applicable jurisdictions (“UCC”), and such other filings, registrations, licenses, recordings or consents which have been made or obtained, this Agreement will create, as security for your Obligations, a valid and perfected, first priority security interest in all Margin pledged by you to secure any and all Obligations and no further filings, registrations, licenses, recordings or consents of or with any governmental body, agency or official are necessary to create, preserve or perfect such first priority security interest in all such Margin; and (xi) you will notify XX Xxxxxx of any change in your registered address or address of record.

Your Representations and Covenants. You represent, warrant and covenant, which representations and warranties shall be deemed repeated each day on which this Agreement is in effect, covenant that: (ia) you will engage in all Activities as principal, and accordingly, you will determine the appropriateness for you of such Activities, Activities and address any legal, tax or accounting considerations applicable to you. (ii) no person that is not a party to this Agreement has any interest in the Account or the property therein; (iiib) your transactions with XX Xxxxxx are conducted with your own money and assets (other than your use of funds borrowed from XX Xxxxxx) and for your own account; (c) you are and will be: (Ai) knowledgeable of and experienced in the risks of entering into the Activities in which you engage; (Bii) capable of evaluating the merits and risks of such Activities; (Ciii) able to bear the economic risks of such Activities, and (Div) solely responsible for monitoring compliance with your own internal restrictions and procedures governing investments, trading limits and manner of authorizing investments, and laws and regulations affecting your power, authority or ability to trade, invest or engage in such Activities; (ivd) you will immediately notify XX Xxxxxx of any material adverse change in your financial condition; [Reserved] (ve) unless XX Xxxxxx has expressly agreed otherwise in a written agreement under which XX Xxxxxx receives compensation specifically identified as consideration for acting in such capacity or providing such advice, (Ai) XX Xxxxxx is not your fiduciary or adviser; (Bii) no advice furnished by XX Xxxxxx shall form a primary basis for any of your decisions; (Ciii) no amounts paid by you to XX Xxxxxx shall be attributable to any advice provided by XX Xxxxxx; and (Div) you will not rely on XX Xxxxxx taking any action with respect to any account, position or Activity, including advising you of any rights you may have or of the expiration of any periods for taking any action on any matter; (f) before depositing in any of your accounts, tendering as Margin or instructing XX Xxxxxx to sell any securities that are (i) “restricted securities” or securities of an issuer of which you are an “affiliate” (as those terms are defined in Rule 144 under the Securities Act of 1933); or (ii) securities that are to be sold in reliance on Rule 701 and/or Rule 145(d) under such Act; or (iii) securities of an issuer of which you and any third party, including the issuer or their underwriter, have entered into an agreement restricting the transferability of such securities, you will (w) advise XX Xxxxxx of the status of such securities, (x) obtain clearance from XX Xxxxxx with regard to the salability of such securities, (y) promptly furnish whatever information and documents (including opinions of legal counsel) that XX Xxxxxx may reasonably request and (z) not sell, pledge, assign or transfer such securities, unless you first provide any such required or requested documents;

Your Representations and Covenants. You represent, warrant and covenant, which representations and warranties shall be deemed repeated each day on which this Agreement is in effect, covenant that:; (ia) you will engage in all Activities as principal, and accordingly, you will determine the appropriateness for you of such Activities, Activities and address any legal, tax or accounting considerations applicable to you. (ii) no person that is not a party to this Agreement has any interest in the Account or the property therein; (iiib) your transactions with XX Xxxxxx are conducted with your own money and assets (other than your use of funds borrowed from XX Xxxxxx) and for your own account; (c) you are and will be: (Ai) knowledgeable of and experienced in the risks of entering into the Activities in which you engage; (Bii) capable of evaluating the merits and risks of such Activities; (Ciii) able to bear the economic risks of such Activities, and (Div) solely responsible for monitoring compliance with your own internal restrictions and procedures governing investments, trading limits and manner of authorizing investments, and laws Laws and regulations affecting your power, authority or ability to trade, invest or engage in such Activities; (ivd) you will immediately notify XX Xxxxxx of any material adverse change in your financial condition; [Reserved] (ve) unless XX Xxxxxx has expressly agreed otherwise in a written agreement under which XX Xxxxxx receives compensation specifically identified as consideration for acting in such capacity or providing such advice, (Ai) XX Xxxxxx is not your fiduciary or adviser; (Bii) no advice furnished by XX Xxxxxx shall form a primary basis for any of your decisions; (Ciii) no amounts paid by you to XX Xxxxxx shall be attributable to any advice provided by XX Xxxxxx; and (Div) you will not rely on XX Xxxxxx taking any action with respect to any account, position or Activity, including advising you of any rights you may have or of the expiration of any periods for taking any action on any matter; (f) before depositing in any of your accounts, tendering as Margin or instructing XX Xxxxxx to sell any securities that are (i) “restricted securities” or securities of an issuer of which you are an “affiliate” (as those terms are defined in Rule 144 under the Securities Act of 1933); or (ii) securities that are to be sold in reliance on Rule 701 and/or Rule 145(d) under such Act; or (iii) securities of an issuer of which you and any third party, including the issuer or their underwriter, have entered into an agreement restricting the transferability of such securities, you will (w) advise XX Xxxxxx of the status of such securities, (x) obtain clearance from XX Xxxxxx with regard to the salability of such securities, (y) promptly furnish whatever information and documents (including opinions of legal counsel) that XX Xxxxxx may reasonably request and (z) not sell, pledge, assign or transfer such securities, unless you first provide any such required or requested documents;

Your Representations and Covenants. You represent, warrant and covenant, which representations and warranties shall be deemed repeated each day on which this Agreement is in effect, that: (i) you will engage in all Activities as principal, and accordingly, you will determine the appropriateness for you of such Activities, and address any legal, tax or accounting considerations applicable to you. (ii) no person that is not a party to this Agreement has any interest in the Account or the property therein; (iii) you are and will be: (A) knowledgeable of and experienced in the risks of entering into the Activities in which you engage; (B) capable of evaluating the merits and risks of such Activities; (C) able to bear the economic risks of such Activities, and (D) solely responsible for monitoring compliance with your own internal restrictions and procedures governing investments, trading limits and manner of authorizing investments, and laws and regulations affecting your power, authority or ability to trade, invest or engage in such Activities; (iv) you will immediately notify XX Xxxxxx of any material adverse change in your financial condition; (MKL) Standard Form IAA 2017-02-15 (v) unless XX Xxxxxx has expressly agreed otherwise in a written agreement under which XX Xxxxxx receives compensation specifically identified as consideration for acting in such capacity or providing such advice, (A) XX Xxxxxx is not your fiduciary or adviser; (B) no advice furnished by XX Xxxxxx shall form a primary basis for any of your decisions; (C) no amounts paid by you to XX Xxxxxx shall be attributable to any advice provided by XX Xxxxxx; and (D) you will not rely on XX Xxxxxx taking any action with respect to any account, position or Activity, including advising you of any rights you may have or of the expiration of any periods for taking any action on any matter;