Common use of Your Representations and Warranties Clause in Contracts

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Appears in 5 contracts

Samples: American Express Card Acceptance Agreement, Merchant Processing Agreement, Merchant Processing Agreement

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Your Representations and Warranties. You represent and warrant to us and to all Relying Parties and Application Software Suppliers as follows: (a) You agree that the requirements of this Agreement are a condition of obtaining a Certificate and using the SSL Services; (b) All information material to the issuance of a Certificate that you provide to us in any Certificate Request and as otherwise required by us will be accurate and complete; (c) You will review and verify the contents of all Certificates for accuracy before use and specifically you will not install and use an Certificate until you have reviewed and verified the accuracy of all data in each Certificate; (d) You have the legal authority to order and use (or to provide to a Parent, Subsidiary, or Affiliate for use) Certificates (i) containing the Profile of any Parent, Subsidiary, or Affiliate of yours, or (ii) for any domain or IP address which is registered to any Parent, Subsidiary, or Affiliate of yours, and you have authorized all Parents, Subsidiaries, or Affiliates of yours to do the same with your Profile and all domains and IP addresses that are registered to you. In such event, you represent and warrant that all Parents, Subsidiaries, and Affiliates of yours shall be legally bound by the terms of this Agreement in connection with such Certificates. (e) You will promptly cease using a Certificate and its associated Private Key, and promptly request us to revoke a Certificate, in the event that: (ia) you are duly organizedany information in the Certificate is, validly existingor becomes, and in good standing under the laws of the jurisdiction in which you are organized; incorrect or inaccurate, or (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (ivb) there is no circumstance threatened any actual or pending that might have a material adverse effect on your business suspected misuse or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into Compromise of the Agreement on behalf of your Establishments and Affiliates, including those indicated Private Key associated with the Public Key included in the AgreementCertificate; (f) The information you provide (including your e-mail address) in any Certificate Request does not infringe the Intellectual Property Rights of any third party; (g) You will take all reasonable measures to maintain sole control of, keep confidential, and properly protect at all times the individual who signs Private Key that corresponds to the Public Key to be included in any requested Certificate and any associated activation data or device (e.g. password or token); (h) You will install Certificates only on servers that are accessible at the domain names listed in the Certificate, and use the Certificate solely in compliance with all applicable laws and in accordance with this Agreement and our Certification Practice Statement (CPS); (i) Each digital signature created using your private key is your digital signature, and each Certificate you use has been accepted and is operational (not expired or revoked) at the time each digital signature is created; (j) You will promptly cease all use of the Private Key corresponding to the Public Key included in a Certificate upon revocation of that Certificate for reasons of Key Compromise; (k) You will respond to our instructions concerning private key Compromise or Certificate misuse within the period specified; and (l) You acknowledge and accept that we are entitled to revoke a Certificate immediately if you violate the terms of this Agreement or otherwise enters into it has authority if we discover that a Certificate is being used to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasuryenable criminal activities such as phishing attacks, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)fraud, or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department distribution of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionmalware.

Appears in 4 contracts

Samples: Terms of Service, Terms of Service, Terms of Service

Your Representations and Warranties. You represent and warrant to us and to all Relying Parties and Application Software Suppliers as follows: (i) You agree that the requirements of this Agreement are a condition of obtaining a Certificate; (ii) All information material to the issuance of a Certificate that you provide to us in any Certificate Request and as otherwise required by us will be accurate and complete; (iii) You will review and verify the contents of all Certificates for accuracy before first use and specifically you will not install and use an Certificate until you have reviewed and verified the accuracy of all data in each Certificate; (iv) You have the legal authority to order and use (or to provide to a Parent, Subsidiary, or Affiliate for use) Certificates (i) containing the Profile of any Parent, Subsidiary, or Affiliate of yours, or (ii) for any domain or IP address which is registered to any Parent, Subsidiary, or Affiliate of yours, and you have authorized all Parents, Subsidiaries, or Affiliates of yours to do the same with your Profile and all domains and IP addresses that are registered to you. In such event, you represent and warrant that all Parents, Subsidiaries, and Affiliates of yours shall be legally bound by the terms of this Agreement in connection with such Certificates. (v) You will cease using a Certificate and its associated Private Key, and promptly request us to revoke a Certificate, in the event that: (ia) you are duly organizedany information in the Certificate is, validly existingor becomes, and in good standing under the laws of the jurisdiction in which you are organized; incorrect or inaccurate, or (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (ivb) there is no circumstance threatened any actual or pending that might have a material adverse effect on your business suspected misuse or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into compromise of the Agreement on behalf of your Establishments and Affiliates, including those indicated Private Key associated with the Public Key included in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; Certificate; (vi) The Certificate information you are provide (including your e-mail address) in any Certificate Request does not (1) listed on infringe the U.S. Department Intellectual Property Rights of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; any third party; (vii) you have not assigned You will take all reasonable measures to maintain sole control of, keep confidential, and properly protect at all times the Private Key that corresponds to the Public Key to be included in any third party requested Certificate and any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods associated activation data or services device (e.g. password or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; token); (viii) all information You will install Certificates only on servers that you provided are accessible at the domain names listed in connection with the Agreement is true, accurateCertificate, and complete; use the Certificate solely in compliance with all applicable laws and in accordance with this Agreement and our Certification Practice Statement (CPS); (ix) Each digital signature created using your private key is your digital signature, and each Certificate you have read use has been accepted and is operational (not expired or revoked) at the time each digital signature is created; (x) You will promptly cease all use of the Private Key corresponding to the Public Key included in a Certificate upon revocation of that Certificate for reasons of key compromise; (xi) You will respond to our instructions concerning private key compromise or Certificate misuse within the period specified; and (xii) You acknowledge and accept that we are entitled to revoke a Certificate immediately if you violate the terms of this Agreement and kept or if we discover that a copy for your file. If any of your representations or warranties in the Agreement becomes untrueCertificate is being used to enable criminal activities such as phishing attacks, inaccuratefraud, or incomplete at any time, we may immediately terminate the Agreement in our discretiondistribution of malware.

Appears in 3 contracts

Samples: Entrust Trend Micro SSL Subscriber Agreement, Trend Micro SSL Subscriber Agreement, Trend Micro SSL Subscriber Agreement

Your Representations and Warranties. You hereby represent and warrant to us the Company that: (i) you : a. You are duly organized, validly existing, and in good standing under will be legally and properly qualified to act as insurance Sub-Producers for the laws sale of life and accident and health insurance for the jurisdiction in which you Company within the areas where You are organized; (ii) you are duly qualified and licensed to do soliciting business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments the Company, properly appointed and Affiliateslicensed; and b. You shall comply with all applicable federal, including those indicated in state and local statutes, laws, regulations and rules, including, but not limited to, the AgreementUSA PATRIOT Act of 2001, Pub. L. No. 107-56 and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on statutes administered by the U.S. Department Treasury Department’s Office of TreasuryForeign Assets Control (“OFAC”) and will take such action as is necessary to amend this Agreement from time to time as is necessary for Company to comply with the requirements of the USA PATRIOT Act of 2001, Pub. L. No. 107-56 and the statutes administered by the U.S. Treasury Department’s Office of Foreign Assets Control; and c. You have never suffered the loss, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department suspension or termination of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under any license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided governmental authority in connection with the Agreement is true, accuratesale of any type of insurance, and completecertify that You are in compliance as mandated by the Violent Crime Control and Law Enforcement Act of 1994 having not been convicted of a felony; and d. You will diligently and (ix) you to the best of Your ability ensure that the facts set forth by any potential insured in an application for insurance or coverage that You solicit are true and correct; and e. You will fully inform each applicant that the Company will rely solely upon the applicant’s representations in rejecting, conditionally accepting or contracting with the applicant, that the subsequent discovery by the Company of material facts known by applicant and either not disclosed or misrepresented on the application can result in the rescission or cancellation by the Company of any contract entered into in reliance thereof; and f. You further agree and understand that an individual shall not be accepted for coverage under the Company’s Insurance Products, unless and until the applications are reviewed and approved by the Company; and g. You will make no representation whatsoever with respect to the nature or scope of the benefits of the Company’s Insurance Products except through and by means of the written material prepared and furnished to You for that purpose by the Company and that You shall have read the Agreement no authority to and kept a copy for your file. If will not purport to make any oral or written alteration, modification or waiver of any of your representations the terms or warranties conditions applicable to such Insurance Products. h. You further agree that if You are convicted of a felony after the effective date of this Agreement, You will notify the Company in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may writing immediately terminate the Agreement in our discretionafter such conviction.

Appears in 3 contracts

Samples: Sub Producer Agreement, Sub Producer Agreement, Sub Producer Agreement

Your Representations and Warranties. You hereby represent and warrant as of the date of this Agreement and as of each date any Shares are granted and issued to us that: You: (i) you are duly organized, validly existing, You have reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and have adequate means for providing for your current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in good standing under the laws of investment in the jurisdiction in which you are organized; Shares. (ii) you are duly qualified You have received and licensed reviewed this Agreement and all Exhibits hereto; You, Your attorney and accountant have had access to, and an opportunity to do business review, all documents and other materials requested of the Company; You and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain all information that it or they believe necessary or appropriate to verify the accuracy of this Agreement, all Exhibits hereto and any other documents and materials requested of the Company and to evaluate the suitability of an investment in all jurisdictions the Shares; and, in which you conduct business; evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (iii) you have full authority Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes Your legal, valid and binding obligation, enforceable against You in accordance with its terms, subject to enter into the Agreement applicable bankruptcy, insolvency, reorganization, moratorium and all necessary assets other laws affecting creditors’ rights and liquidity remedies generally and subject, as to perform your obligations and pay your debts hereunder as they become dueenforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (iv) there is no circumstance threatened or pending that might have a material adverse effect No broker has acted on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on Your behalf of your Establishments and Affiliates, including those indicated in the connection with this Agreement, and the individual who signs the Agreement there are no brokerage commissions, finders’ fees or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided commissions payable in connection herewith based on any agreement, arrangement or understanding with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If You or any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionaction taken by You.

Appears in 3 contracts

Samples: Merchant Acquisition Agreement (Noble Vici Group, Inc.), Merchant Acquisition Agreement (Noble Vici Group, Inc.), Merchant Acquisition Agreement (Noble Vici Group, Inc.)

Your Representations and Warranties. 6.1. You represent make the following representations and warrant warranties to us that: T1 now and on a going forward basis: (i) you are duly organized, validly existing, You have the current legal capacity and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into this Agreement; you have obtained all necessary authoriza- tions to execute the Agreement Agreement; and all necessary assets your Transactions and liquidity to perform your obligations use of the Service does not and pay will not violate any applicable rule, regulation, statute, regulation, charter, policy, operating agreement, partnership agreement or corporate by law. (ii) If you (our Client) are a non-natural person (such as a corporation or partnership) your debts hereunder as they become due; (iv) there is no circumstance threatened or pending authorized signatory warrants that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the a validly existing entity in good standing in your jurisdiction. (iii) If you are executing this Agreement for or on behalf of your Establishments and Affiliates, including those indicated the Client as an authorized person (such as a corporate officer or Director) or are performing any obligations or exercising any rights granted to the Client in the Agreement, you represent and warrant that the individual who signs Client has granted you the Agreement or otherwise enters into it has authority to bind you and them do so. (iv) Other than to it; (vi) you are not (1) listed on T1 for the U.S. Department performance of Treasuryyour obligations set forth in the Agreement, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned and will not grant a security interest in or otherwise encumber the Account or the cash or cash equivalent equity held in the Account, to any third party any payments due natural or non- natural person without T1’s written consent. In connection with the security interest granted to T1, you under agree to execute such other documents and take such other actions as may be requested by T1 to protect T1’s interest and/or the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free interest of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided Service Provider T1 may use in connection with the Agreement is trueTransactions contemplated in this Agree- ment. (v) In connection with using the Services, accurateyou as the direct Client or as the authorized representative executing the Agree- ment for and on behalf of the Client, and complete; and (ix) confirm that you have read read, agree to and understand the terms and conditions of the Agreement and kept understand the risks of trading and the warnings set forth in T1’s risk disclosure statement, trading rules and regulations, best execution policy, conflict of interests, the concordance and all other appendices, amendments and additions to this Agreement and, further, that by executing a copy Transaction on any platform or interface made available to you that you will be deemed to have read, understood and agreed to the terms and conditions of the Agreement. You also represent to T1 that you have engaged in simulated trading through a Demo account made available by T1 and that you have a working knowledge of the platform’s functionality for trading CFDs, Spot Forex and/or precious metals and have had the opportunity to ask questions about the platform and other operations involved in trading. (vi) By executing the Agreement, you warrant that all the information and documents, including but not limited to financial information, regulatory status, registration requirements, legal compliance and good standing you provided to T1 and representations you made to T1 in connection with opening your fileAccount are true and accurate as of the date of exe- cution (the “Account Information”). If You agree to advise T1 immediately and on a going forward basis of any changes to the Account Information. You understand and agree that T1 is entitled to rely on the Account Information and has done so in determining to open your Account. You also authorize T1 to make use of any data bases it chooses to in order to confirm your representations Account Information and you also confirm that T1 is not responsible for advising you on tax matters as they may relate to your Account, Bermuda and/or your home jurisdiction. You further acknowledge and agree that T1 may, if requested to do so, provide a government regulatory agency or warranties in other entity of equal standing and competence with information and data relating to your Account Information and the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionServices you use.

Appears in 3 contracts

Samples: Customer Agreement, Customer Agreement, Customer Agreement

Your Representations and Warranties. You In addition to your representations and warranties contained in other provisions of this Agreement, you represent and warrant that: a) All signatures on each Check are authentic and authorized. b) Each image of a Check you transmit to us that: (i) you are duly organizedis a true and accurate rendition of the front and back of the original Check, validly existingwithout any alteration, and in good standing under the laws drawer of the jurisdiction in which you are organized; (iiCheck has no defense against payment of the Check. c) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you You are authorized to enter into the Agreement enforce each Check you transmit for deposit or are authorized to obtain payment for each Check on behalf of a person entitled to enforce such transmitted Check. d) You are solely responsible for any and all financial risk that may be associated with your Establishments and Affiliatesuse of the Service, including those indicated in without limitation the Agreementrisk that a Check will be returned for insufficient funds. e) You are solely responsible for the instructions you provide to the Bank and for failing to properly access or use the Service, including without limitation input errors. f) You will not deposit or otherwise endorse to a third party the original Check, and the individual who signs the Agreement no person will receive a transfer, presentment, or return of, or otherwise enters into it be charged for, the original Check or a paper or electronic representation of the original Check such that the person will be asked to make payment based on an item that has authority already been paid. g) You will only transmit acceptable items for deposit and have handled the original items in accordance with applicable laws, rules and regulations. If you breach any of these representations and warranties, you agree to bind you indemnify, defend and them to it; (vi) you are not (1) listed on hold the U.S. Department of TreasuryBank, Office of Foreign Assets Controlits shareholders, Specially Designated Nationals parents, subsidiaries, affiliates, officers, directors, employees, agents, and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx)its and their successors, (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)heirs and assigns harmless from and against any and all liability, damages, or (3) located in losses arising from any claims, suits or operating under license issued by demands from third parties with respect to such breach. You further authorize the Bank to debit your account for the amount of any such claim, suit or demand that results from a jurisdiction identified by the U.S. Department breach of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you warranty claim under the Agreement provisions of Check 21, Regulation CC, and/or the Uniform Commercial Code. You will maintain funds in your account(s) in amounts and all indebtedness arising from Charges are for bona fide sales a period of goods or services (or both) at time as we determine in our sole discretion to cover any outstanding Checks and your Establishments and free obligations for returns of any liensChecks, warranty claims, or encumbrances fees and other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your fileobligations. If any of your representations or warranties such liabilities exceed the amount in the Agreement becomes untrue, inaccurate, or incomplete at any timeapplicable account(s), we may charge such excess against any of your other accounts at the Bank, and you will pay us any amount remaining unpaid immediately terminate the Agreement in upon our discretiondemand.

Appears in 3 contracts

Samples: Online Banking Agreement, Online Banking Agreement, Online Banking Agreement

Your Representations and Warranties. You represent and warrant to us AffirmTrust and to all Relying Parties and Application Software Suppliers as follows: (a) You agree that the requirements of this Agreement are a condition of obtaining a Certificate and using the Services; (b) All information material to the issuance of a Certificate that you provide to AffirmTrust in any Certificate Request and as otherwise required by AffirmTrust will be accurate and complete; (c) You will review and verify the contents of all Certificates for accuracy before use and specifically you will not install and use an Certificate until you have reviewed and verified the accuracy of all data in each Certificate; (d) You have the legal authority to order and use (or to provide to a Parent, Subsidiary, or Affiliate for use) Certificates (i) containing the Profile of any Parent, Subsidiary, or Affiliate of yours, or (ii) for any domain or IP address which is registered to any Parent, Subsidiary, or Affiliate of yours, and you have authorized all Parents, Subsidiaries, or Affiliates of yours to do the same with your Profile and all domains and IP addresses that are registered to you. In such event, you represent and warrant that all Parents, Subsidiaries, and Affiliates of yours shall be legally bound by the terms of this Agreement in connection with such Certificates. (e) You will promptly cease using a Certificate and its associated Private Key, and promptly request AffirmTrust to revoke a Certificate, in the event that: (ia) you are duly organizedany information in the Certificate is, validly existingor becomes, and in good standing under the laws of the jurisdiction in which you are organized; incorrect or inaccurate, or (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (ivb) there is no circumstance threatened any actual or pending that might have a material adverse effect on your business suspected misuse or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into Compromise of the Agreement on behalf of your Establishments and Affiliates, including those indicated Private Key associated with the Public Key included in the AgreementCertificate; (f) The information you provide (including your e-mail address) in any Certificate Request does not infringe the Intellectual Property Rights of any third party; (g) You will take all reasonable measures to maintain sole control of, keep confidential, and properly protect at all times the individual who signs Private Key that corresponds to the Public Key to be included in any requested Certificate and any associated activation data or device (e.g. password or token); (h) You will install Certificates only on servers that are accessible at the domain names listed in the Certificate, and use the Certificate solely in compliance with all applicable laws and in accordance with this Agreement and our Certification Practice Statement (CPS); (i) Each digital signature created using your private key is your digital signature, and each Certificate you use has been accepted and is operational (not expired or revoked) at the time each digital signature is created; (j) You will promptly cease all use of the Private Key corresponding to the Public Key included in a Certificate upon revocation of that Certificate for reasons of Key Compromise; (k) You will respond to our instructions concerning private key Compromise or Certificate misuse within the period specified; and (l) You acknowledge and accept that AffirmTrust will be entitled to revoke a Certificate immediately if you violate the terms of this Agreement or otherwise enters into it has authority if AffirmTrust discovers that a Certificate is being used to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasuryenable criminal activities such as phishing attacks, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)fraud, or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department distribution of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionmalware.

Appears in 2 contracts

Samples: Terms of Service, Terms of Service

Your Representations and Warranties. You ‌ 4.1 In addition to other representations and warranties you will give us in this Agreement, you represent and warrant to us that: (ia) you are duly organized, validly existing, and in good standing an individual or company who can form legally binding contracts under the laws applicable in your country of residence or incorporation; (b) if you are an individual, that you are above the age of 18, or otherwise above the legal age in your country of residence; (c) all of the jurisdiction in which information provided by you are organizedto ETX is correct and current; (iid) you are duly qualified the owner of each Affiliate Website and licensed any content displayed thereon or contained therein and/or you are legally authorised to do business in all jurisdictions in which you conduct businessact on behalf of the owner the Affiliate Website for the purposes of this Agreement and the Services to be provided hereunder; (iiie) you have full all necessary rights, powers, and authority to enter into the this Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts the acts required of you hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (viif) you have not assigned complied and will continue to any third party any payments due to you under the Agreement comply with all Applicable Laws and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at Regulations in your Establishments and free performance of any liensacts hereunder, claimsand (g) neither the Affiliate nor its shareholders and/or ultimate beneficial owners, or encumbrances its directors, officers, representatives and other than ordinary sales taxes; (viii) all information that you provided persons who are performing services in connection with the this Agreement is truea country, accurateterritory, individual or entity named on the “Consolidated of Financial Sanctions Targets” or any successor or equivalent sanctions list published by Her Majesty’s Treasury of the United Kingdom, or any “Consolidated list of persons, groups and completeentities subject to EU financial sanctions or any successor or equivalent sanctions list published by the European Union. 4.2 In addition, to the extent that Affiliate’s Website is or includes a media player: (a) you represent and warrant that you have a valid license to use and distribute such media player (including all content therein without limitation) for the purposes of this Agreement and the Services to be provided hereunder; and (ixb) you shall ensure that any media player that constitute Affiliate’s Website or that are part thereof or included therein shall comply with the terms and conditions set forth herein. 4.3 You further represent and warrant that the Affiliate’s Website and any materials displayed therein: (a) comply with all Applicable Laws and Regulations; (b) do not breach, and have read the Agreement and kept a copy for your file. If not breached, any duty toward or rights of your representations any person or warranties in the Agreement becomes untrueentity including, inaccuratewithout limitation, rights of intellectual property, publicity or privacy, or incomplete at any timerights or duties under consumer protection, we may immediately terminate the Agreement in our discretion.product liability, tort, or contract theories;

Appears in 2 contracts

Samples: Affiliate Agreement, Affiliate Agreement

Your Representations and Warranties. You Before using the Website, Service and Information, you represent and warrant warrant, as of the date hereof, and while this Agreement remains in effect, the following: (a) you have full right, power, capacity and authority to us that: enter into this Agreement and perform your obligations hereunder; (b) this Agreement and the obligations hereunder are legal, valid and binding on you and enforceable against you in accordance herewith; (c) if you are a corporation, limited liability company or other legal entity, such entity is duly organized and in good standing in the jurisdiction in which it is organized and every state or jurisdiction in which it does business; (d) except as disclosed in writing to TT4P, no other person or entity has a legal interest in this Agreement and you are acting solely as a principal and not an agent; (e) you may access the Website, Service and Information and in doing so do not violate the laws of any jurisdiction; (f) any information you provide to TT4P is true, complete and accurate in all material respect and you shall promptly notify TT4P of any changes to such information; (h) no Event of Default, as defined below, has occurred with respect to you and no Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; (i) you are duly organizeda sophisticated investor that, validly existingacting alone or in concert with its advisors, has a full understanding of all the terms, conditions, potential losses and risks, whether financial, emotional or otherwise, of making investments and trading decisions and is capable of assuming and willing to assume those potential losses and risks; (j) you have consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and in good standing under it has made its own investment and trading decisions (including decisions regarding the laws suitable of any investment) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any advice, statement or opinion expressed by TT4P; (k) you have a full understanding of the jurisdiction merits and risks of each particular investment, exchange, market, execution facility and clearing organization in which you are organizedit may invest or trade, including without limitation, the particular risks associated with investment and trading in Options; (iim) you are duly qualified solely responsible for making the decision whether to make any investment, including the market, timing, quantity and licensed to do business price of each investment and have determined that entering into or terminating such investment is prudent and suitable in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and completerespects; and (ixn) you have read hereby consent to receive calls at the telephone number provided by you that are initiated by TT4P and its authorized representatives for any purpose including, but not limited to, telephone solicitations, as defined by 47 U.S.C.A §227(a)(4), placed by TT4P and its authorized representatives through the use of an automatic telephone dialing system or artificial or pre-recorded voice or any other method. You shall be deemed to repeat each of the foregoing representations and warranties while this Agreement continues in effect. and kept a copy for your fileas of the date of each investment and while that investment remains open. If You agree to promptly notify TT4P in writing if any of your the warranties and representations contained in this Agreement become inaccurate or warranties in the Agreement becomes untrueany way cease to be true, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretioncomplete and correct.

Appears in 2 contracts

Samples: User Agreement, User Agreement

Your Representations and Warranties. You Each time you use a below. The fees specifically listed in the SunTrust Proposal shall govern service you represent and warrant to us that: (i) you that(a)you are duly organized, the service fees for those services and accounts provided to you during validly existing, existing and in good standing under the laws of your state of the jurisdiction initial term of the agreement. The fees listed in which you are organized; the SunTrust organization, (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you b)you have full power and authority to carry on your Proposal shall not change during the initial term without mutual business and to enter into the Agreement and all necessary assets and liquidity to perform your obligations under the agreement of the parties, unless a fee change is imposed or mandated agreement, (c)you have taken all actions necessary to enter into and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to by the Federal Reserve System, the Federal Deposit Insurance perform your obligations under the agreement, (d)all resolutions or pay your debts hereunder; Corporation, or other governmental, regulatory, or self-regulatory other authorizations you have given to us are true, accurate and organization. Fees for accounts, services,features,or functionalities not complete in all material respects, (ve) (intentionally omitted), (f)you have specifically listed in the SunTrust Proposal shall be governed by the first obtained all necessary consents or authorizations for you are authorized to enter into paragraph of this Section 16. After the Agreement expiration of the initial term, the agreement, (g)this agreement is legally binding on behalf you, (h)each pricing for all services and accounts shall be governed by the first person whose name is written or printed on your delegation of your Establishments and Affiliatesauthority, including those indicated paragraph of this Section 16, unless otherwise mutually agreed upon by if you have executed one, or any resolution or other separate written the parties in writing. authorization concerning the Agreement, and the individual who signs the Agreement agreement or otherwise enters into it any service has complete authority to bind you in all transactions relating to the agreement or any In addition,you agree to pay any reasonable out-of-pocket expenses we service,(i)you are neither bankrupt nor insolvent nor have you made an incur in performing the services for-you, including any communication, assignment for the benefit of creditors or sought the protection of any access, transmission and them data processing charges. We may collect any bankruptcy, insolvency or liquidation proceeding, nor do you have the fees or expenses by debiting your accounts with us, offsetting those present intention to it; (vi) do so, Q)you have not commenced any dissolution amounts against any earnings credits relating to any analysis of your proceedings and no governmental authority having jurisdiction over you deposit accounts, or other applicable method. We reserve the right to has served a notice of its intent to suspend or revoke your operations, charge interest on any amounts that are not paid within 30 calendar and(k)the agreement does not violate any law, regulation or agreement Page 6 of 61 TREASURY MANAGEMENT 1111141 S N MUST TERMS AND CONDITIONS to which you are not (1) listed on a party. You also make the U.S. Department representations and claim, action or proceeding against us with respect to any error, warranties that are set forth in the terms and conditions for a service omission or discrepancy within one year after it occurred or within one each time you use that service. You agree to immediately notify us if year after you reasonably should have learned of Treasuryits occurrence, Office of Foreign Assets Controlany representation or warranty you make to us is no longer true. whichever is later(in that regard, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx)if the error, (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), omission or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States discrepancy is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and repetitive one, all indebtedness arising from Charges are for bona fide sales of goods such errors, omissions or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your filediscrepancies will be 19. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Appears in 2 contracts

Samples: Treasury Management Master Agreement, Treasury Management Master Agreement

Your Representations and Warranties. You represent represent, warrant and warrant covenant to us thatthat as of the date that the Agreement is effective, and continuing during the term of the Agreement: (i) every statement made to us on your application or other information provided to us in relation to the Agreement is true, correct and complete; (ii) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (iiiii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iiiiv) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder under the Agreement as they become due; (ivv) there is no circumstance existing, threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunderunder the Agreement; (vvi) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, Affiliates and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vivii) you are not doing business under a name or style not previously disclosed to us; (viii) you use the services provided hereunder only for your own proper business purposes and will not resell, directly or indirectly, any part of those services to any individual or Entity unless expressly permitted in the Merchant Regulations or authorized by us; (ix) you have not submitted Transactions that are transactions between Cardmembers and any other individual or Entity, i.e., you have not engaged in factoring or “laundering” of Transactions; (x) you own and control the Merchant Account; (xi) you will not at any time during the term of the Agreement grant or pledge, any security interest or lien in the Reserve Assets or Merchant Account to any individual or Entity without our consent; (xii) you are not (1A) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2B) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3C) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (viixiii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information taxes or with respect to liens or other security interests that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties grant pursuant to credit facilities obtained in the Agreement becomes untrue, inaccurate, ordinary course of business from your commercial banks or incomplete at any time, we may immediately terminate the Agreement in our discretion.other financial institutions; and

Appears in 1 contract

Samples: American Express Card Acceptance Agreement

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existingEightCap, and in good standing agree that each such representation and warranty is deemed repeated each time you open or close a transaction by reference to the circumstances prevailing at such time, that: (1) This Client Agreement constitutes a legal, valid and binding obligation of yours. (2) You will not enter into a financial product transaction as or by way of a wager and that all orders to be placed and all trading to be conducted under the laws this Client Agreement are lawful. (3) In executing and giving effect to this Client Agreement, you do not and will not infringe any provision of the jurisdiction in any other document or agreement to which you are organized; a party, nor any law or judgment/order binding upon it. (ii4) If you are duly qualified more than one person, all decisions made, and licensed instructions issued, pursuant to do business this Client Agreement, are made on a fully informed and agreed basis by all the parties to the account. (5) You are not an employee or the close relative of an employee of any exchange participant. (6) All information supplied to EightCap by you is, or at the time it is supplied will be, accurate in all jurisdictions material respects and you will not omit or withhold any information which would make such information inaccurate in which any material respect. (7) You shall, where so required, provide to EightCap a valid and binding guarantee and indemnity in EightCap’s favour as a precondition of entering into this Client Agreement. (8) You will provide to EightCap on request such information regarding your financial and business affairs and/or identity, as EightCap may reasonably require. (9) In executing this Client Agreement, you conduct business; will appoint EightCap as the agent for the purpose of dealing in financial products in accordance with the terms of this Client Agreement. (iii10) you have full authority EightCap is bound by the applicable financial product laws, the Corporations Xxx 0000, applicable operating rules, customs, usages and practices (as modified from time to enter into time) of the Agreement applicable exchange and clearing houses where any dealing takes place. (11) You will take all necessary assets reasonable steps to obtain and liquidity communicate to perform your obligations EightCap all information and pay your debts hereunder as they become due; (iv) there is no circumstance threatened shall deliver or pending that might have a material adverse effect on your business or your ability cause to perform your obligations or pay your debts hereunder; (v) you are authorized be delivered to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated EightCap all documents with respect to dealings in the Agreement, financial products which are requested by any person having the right to request such documents and the individual who signs the Agreement or otherwise enters into it has authority information – you authorise EightCap to bind you pass on/deliver all such information and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned documents to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionsuch person.

Appears in 1 contract

Samples: Client Agreement

Your Representations and Warranties. You 9.1 By submitting a transaction to us, you represent and warrant that the transaction: a) is genuine and arises from a genuine sale or service that you directly sold or provided as described on your Application. (The submission of Authorization requests and/or Card transaction by you for Card sales or cash advances transacted by another business is considered laundering or factoring and is prohibited); b) represents the correct amount of the goods or services purchased by the Cardholder from your business as identified on your Application; c) is not subject to us any dispute, set-off or counterclaim; d) to your knowledge is not the result of fraud and has been authorized by the Cardholder; e) does not violate the law of any applicable jurisdiction, including the jurisdiction where you are located, where the Cardholder is located, or where we are located; f) except for any delayed delivery or advance deposit Card transactions expressly authorized under this Agreement, included your simultaneous delivery of the goods or services to the Cardholder; and g) complies with this Agreement and Card Organization Rules. 9.2 You further represent and warrant, as of the date of this Agreement and at the time of submission of each transaction, that: (i: a) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority free to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the this Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii; b) you have not assigned changed the nature of your business or practices in a way not previously disclosed to any third party any payments due us; c) each statement made on the Application or other information provided to you under the Agreement and all indebtedness arising from Charges are for bona fide sales us in support of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the this Agreement is true, accurate and complete and you have maintained and updated this information to keep it true, accurate, current and complete; and (ix; d) you have read not filed a bankruptcy petition not previously disclosed to us; e) you will not process any credit transactions that do not correspond to a previous transaction on the original sales draft; f) you will not at any time during the term of this Agreement and kept a copy for your file. If or until all amounts have been paid in full under this Agreement, grant or pledge any security interest or lien of any type in any Reserve Account, Settlement Account or in any of your representations the transaction proceeds to any Person without our consent; and g) where you provide FNS, SNAP or warranties WIC Benefits (as described in the Agreement becomes untrueYour Payments Acceptance Guide), inaccurate, you are an FNS authorized merchant and are not disqualified or incomplete at any time, we may immediately terminate the Agreement in our discretionwithdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn by FNS.

Appears in 1 contract

Samples: Merchant Processing Agreement

Your Representations and Warranties. 7.1. You represent make the following representations and warrant warranties at all times until termination of these BBL Terms and shall notify us immediately of any breach of said representations and warranties: a) the obligations expressed to us that: (ibe assumed by you under these BBL Terms and the Bounce Back Loan are legal, valid, binding and enforceable obligations; b) you are duly organizednot subject to a bankruptcy, validly existinginsolvency, and in good standing under the laws of the jurisdiction in which you are organized; (iiwinding up or other similar event; c) you are duly qualified and licensed able to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay meet your debts hereunder as they become fall due; ; d) your business, your business’s and your directors’ credit scores have not materially changed since the date you entered into these BBL Terms; e) the entry into and performance by you of these BBL Terms and the Bounce Back Loan do not and will not contravene or conflict with your constitutional documents and any applicable law or regulation or judicial or official order (ivincluding anti-money laundering (AML), counter-terrorist financing (CTF), know your client (KYC) there is and general data protection regulations); f) no circumstance filings of statutory accounts or confirmation statements with Companies House are or will be overdue; g) no litigation, arbitration or administrative proceedings are taking place, pending or, to your knowledge, threatened against you, any of your directors or pending that any of your assets which, if adversely determined, might reasonably be expected to have a material adverse effect on your business business, assets, financial condition, trading position or your ability prospects; h) the information and declarations provided by you to perform your obligations or pay your debts hereunder; (v) you us as part of the Bounce Back Loan application are authorized true and accurate to enter into the Agreement on behalf best of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to itknowledge; (viand i) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)aware, or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorismcould not reasonably be expected to be aware, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, circumstances that would adversely affect your business’ or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretiondirectors’ credit scores.

Appears in 1 contract

Samples: Bounce Back Loan Terms and Conditions

Your Representations and Warranties. You 4.1 In addition to other representations and warranties you will give us in this Agreement, you represent and warrant to us that: (ia) you are duly organized, validly existing, and in good standing an individual or company who can form legally binding contracts under the laws applicable in your country of residence or incorporation; (b) if you are an individual, that you are above the age of 18, or otherwise above the legal age in your country of residence; (c) all of the jurisdiction in which information provided by you are organizedto ETX is correct and current; (iid) you are duly qualified the owner of each Affiliate Website and licensed any content displayed thereon or contained therein and/or you are legally authorised to do business in all jurisdictions in which you conduct businessact on behalf of the owner the Affiliate Website for the purposes of this Agreement and the Services to be provided hereunder; (iiie) you have full all necessary rights, powers, and authority to enter into the this Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts the acts required of you hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (viif) you have not assigned complied and will continue to any third party any payments due to you under the Agreement comply with all Applicable Laws and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at Regulations in your Establishments and free performance of any liensacts hereunder, claimsand (g) neither the Affiliate nor its shareholders and/or ultimate beneficial owners, or encumbrances its directors, officers, representatives and other than ordinary sales taxes; (viii) all information that you provided persons who are performing services in connection with the this Agreement is truea country, accurateterritory, individual or entity named on the “Consolidated of Financial Sanctions Targets” or any successor or equivalent sanctions list published by Her Majesty’s Treasury of the United Kingdom, or any “Consolidated list of persons, groups and completeentities subject to EU financial sanctions or any successor or equivalent sanctions list published by the European Union. 4.2 In addition, to the extent that Affiliate’s Website is or includes a media player: (a) you represent and warrant that you have a valid license to use and distribute such media player (including all content therein without limitation) for the purposes of this Agreement and the Services to be provided hereunder; and (ixb) you shall ensure that any media player that constitute Affiliate’s Website or that are part thereof or included therein shall comply with the terms and conditions set forth herein. 4.3 You further represent and warrant that the Affiliate’s Website and any materials displayed therein: (a) comply with all Applicable Laws and Regulations; (b) do not breach, and have read the Agreement and kept a copy for your file. If not breached, any duty toward or rights of your representations any person or warranties in the Agreement becomes untrueentity including, inaccuratewithout limitation, rights of intellectual property, publicity or privacy, or incomplete at any timerights or duties under consumer protection, we may immediately terminate the Agreement product liability, tort, or contract theories; (c) are not pornographic, hate-related or otherwise violent in our discretion.content; and

Appears in 1 contract

Samples: Affiliate Agreement

Your Representations and Warranties. You represent and warrant to us that: the Dealer-Manager and Partnership as follows: (ia) You have the necessary power and authority to execute this Agreement and to perform the obligations imposed upon you and consummate the transactions contemplated hereby. (b) You are an entity duly organized and validly existing under the laws of the state of organization; you are duly organizedauthorized to execute this Agreement and to perform hereunder, validly existingand the execution by you of this Agreement and the performance of the obligations and consummation of the transactions contemplated hereby will not result in any material breach or violation of, or constitute a default under, any agreement or instrument to which you are a party or by which your properties are bound, or any judgment, decree, order or any statute, rule or regulation applicable to you. (c) You are a member in good standing of the NASD and you agree to comply with all applicable rules of the NASD, including the NASD's Rules of Fair Practice and all applicable provisions of the Securities Exchange Act of 1934, as amended, (the "1934 Act") including, without limitation, Rule 15c2-4 under the 1934 Act, and the securities laws of the jurisdictions in which offers to purchase Units will be solicited by you in connection with the sale of Units; you are also registered as a broker-dealer and in good standing under the laws 1934 Act, and under the securities law of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all said jurisdictions in which you conduct business; may offer or sell Units. (d) You agree to comply with the provisions contained in NASD Notice to Members 84-64 relating to the forwarding of subscription documents and subscription proceeds to the Escrow Agent and the return of such subscription documents or subscription proceeds to a subscriber within the periods specified. Specifically, you agree that: (i) all investors will be instructed to make their checks payable as follows: Michigan National Bank Escrow Agent for Captec Franchise L.P. XX; (ii) upon receipt of a check not conforming to the instructions set forth in the Prospectus, you shall return such check directly to such subscriber not later than the end of the next business day following its receipt by you; (iii) if you have full authority provide internal supervisory review of subscriptions at the same location at which subscription documents and checks are received from subscribers, checks, together with a copy of the signature page of each Subscription Agreement, will be transmitted to enter into the Agreement Escrow Agent or to the broker-dealer registered under the 1934 Act, whose responsibility it is to handle, review investor suitability, process and all necessary assets document the subscription and liquidity investor funds, prior to perform the end of the next business day following your obligations and pay your debts hereunder as they become due; receipt of such materials; (iv) there if final internal supervisory review is no circumstance threatened conducted at a different location than that at which checks and subscription documents are received, checks will be transmitted to the office at which such final internal supervisory review is performed by the end of the next business day following receipt. In addition, such final review office will, in turn, by the end of the next business day following receipt, transmit such checks, together with a copy of the signature page of each Subscription Agreement, for deposit to the Escrow Agent or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunderthe processing broker-dealer; and (v) you are authorized to enter into if a processing broker-dealer is involved, checks, together with a copy of the Agreement on behalf signature page of your Establishments and Affiliates, including those indicated in the each Subscription Agreement, and will be transmitted by such processing broker-dealer for deposit to the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of TreasuryEscrow Agent as soon as practicable, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located but in or operating under license issued by a jurisdiction identified any event by the U.S. Department end of State as a sponsor of international terrorism, the second business day following receipt by the U.S. Secretary of the Treasury as warranting special measures due processing broker-dealer. In addition, if checks are rejected, subscriptions will be promptly returned to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; such subscribers. (viie) you have not assigned to You expressly agree that any third party any payments due and all compensation payable pursuant hereto shall be earned and paid to you under only if and after subscription proceeds have been remitted to the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with Partnership by the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionEscrow Agent as otherwise described herein.

Appears in 1 contract

Samples: Participating Dealer Agreement (Captec Franchise Capital Partners L P Iv)

Your Representations and Warranties. You represent and warrant to us that: the Partnership as follows: (ia) You have the necessary power and authority to execute this Agreement and to perform the obligations imposed upon you and consummate the transactions contemplated hereby. (b) You are an entity duly organized and validly existing under the laws of the state of organization; you are duly organizedauthorized to execute this Agreement and to perform hereunder, validly existingand the execution by you of this Agreement and the performance of the obligations and consummation of the transactions contemplated hereby will not result in any material breach or violation of, or constitute a default under, any agreement or instrument to which you are a party or by which your properties are bound, or any judgment, decree, order or any statute, rule or regulation applicable to you. (c) You are a member in good standing of the NASD and you agree to comply with all applicable rules of the NASD, including the NASD's Rules of Fair Practice and all applicable provisions of the Securities Exchange Act of 1934, as amended, (the "1934 Act") including, without limitation, Rule 15c2-4 under the 1934 Act, and the securities laws of the jurisdictions in which offers to purchase Units will be solicited by you in connection with the sale of Units; you are also registered as a broker-dealer and in good standing under the laws 1934 Act, and under the securities law of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all said jurisdictions in which you conduct business; may offer or sell Units. (d) You agree to comply with the provisions contained in NASD Notice to Members 84-64 relating to the forwarding of subscription documents and subscription proceeds to the Escrow Agent and the return of such subscription documents or subscription proceeds to a subscriber within the periods specified. Specifically, you agree that: (i) all investors will be instructed to make their checks payable as follows: Michigan National Bank Escrow Agent for Captec Franchise L.P. XX; (ii) upon receipt of a check not conforming to the instructions set forth in the Prospectus, you shall return such check directly to such subscriber not later than the end of the next business day following its receipt by you; (iii) if you have full authority provide internal supervisory review of subscriptions at the same location at which subscription documents and checks are received from subscribers, checks, together with a copy of the signature page of each Subscription Agreement, will be transmitted to enter into the Agreement Escrow Agent or to the broker-dealer registered under the 1934 Act, whose responsibility it is to handle, review investor suitability, process and all necessary assets document the subscription and liquidity investor funds, prior to perform the end of the next business day following your obligations and pay your debts hereunder as they become due; receipt of such materials; (iv) there if final internal supervisory review is no circumstance threatened conducted at a different location than that at which checks and subscription documents are received, checks will be transmitted to the office at which such final internal supervisory review is performed by the end of the next business day following receipt. In addition, such final review office will, in turn, by the end of the next business day following receipt, transmit such checks, together with a copy of the signature page of each Subscription Agreement, for deposit to the Escrow Agent or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunderthe processing broker-dealer; and (v) you are authorized to enter into if a processing broker-dealer is involved, checks, together with a copy of the Agreement on behalf signature page of your Establishments and Affiliates, including those indicated in the each Subscription Agreement, and will be transmitted by such processing broker-dealer for deposit to the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of TreasuryEscrow Agent as soon as practicable, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located but in or operating under license issued by a jurisdiction identified any event by the U.S. Department end of State as a sponsor of international terrorism, the second business day following receipt by the U.S. Secretary of the Treasury as warranting special measures due processing broker-dealer. In addition, if checks are rejected, subscriptions will be promptly returned to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; such subscribers. (viie) you have not assigned to You expressly agree that any third party any payments due and all compensation payable pursuant hereto shall be earned and paid to you under only if and after subscription proceeds have been remitted to the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with Partnership by the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionEscrow Agent as otherwise described herein.

Appears in 1 contract

Samples: Participating Dealer Agreement (Captec Franchise Capital Partners L P Iv)

Your Representations and Warranties. You hereby represent and warrant to us thatthat as of the date of each Lease, and throughout each Lease Term: (ia) you are the entity indicated as Lessee in the Lease and that is your official legal name; (b) you are a State, or a fully constituted political subdivision pursuant to Section 103-1(b) of the Code, or agency of the State in which you are located; (c) you are duly organized, validly existing, organized and in good standing existing under the Constitution and laws of the jurisdiction State in which you are organizedlocated; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (vd) you are authorized to enter into and carry out your obligations under the Agreement on behalf Documents; (e) the Documents have been duly authorized, executed and delivered by you in accordance with all applicable laws, codes, ordinances, regulations, and policies; (f) any person signing the Documents has the authority to do so, is acting with the full express authorization of your Establishments and Affiliates, including those indicated in the Agreementgoverning body, and holds the individual who signs offices indicated below his or her signature, which is genuine; (g) the Agreement System is essential to the immediate performance of a governmental or otherwise enters into it has proprietary function by you within the scope of your authority to bind and shall be used during the Lease Term only by you and them only to itperform such function; (vih) you are not (1) listed on intend to use and own the U.S. Department System for the entire Lease Term and shall take all necessary action, in accordance with the second paragraph of TreasurySection 6, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located to include in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due your annual budget any funds required to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a memberfulfill your obligations for each fiscal year during each Lease Term; (viii) you have not assigned to any third party any payments due to you under the Agreement complied fully with all applicable laws, codes, ordinances, regulations, and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments policies, governing open meetings, competitive pricing and/or public bidding and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided appropriations required in connection with each Lease and the Agreement is true, accurateacquisition of the System; (j) your obligations to remit Rent under each Lease constitutes a current expense and not a debt under applicable state law. No provision of the Lease constitutes a pledge of your tax or general revenues, and completeany provision which is so construed by a court of competent jurisdiction is void from the inception of the Lease; (k) all payments due and to become due during your current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the System; (I) you shall not do or cause to be done any act which shall cause, or by omission of any act allow, the interest portion of any Rent payment to become includible in our gross income for Federal income taxation purposes under the Code; (m) you shall comply with the information reporting requirements of Section 149(e) of the Code (such compliance shall include, but not be limited to, the execution of Forms 8038-G or 8038-GC information returns as appropriate); and (ixn) all financial information you have read the Agreement provided to us is true and kept accurate and provides a copy for your file. If any good representation of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionfinancial condition.

Appears in 1 contract

Samples: Master Lease Purchase Agreement

Your Representations and Warranties. You represent and warrant to us that: : (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified qualified and licensed to do business in all jurisdictions in which you conduct business; the Kingdom of Saudi Arabia; (iiiii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; ; (iviii) there is no circumstance threatened or pending that might have a material adverse effect effect on your business or your ability to perform your obligations or pay your debts hereunder; ; (viv) you are authorized to enter into the this Agreement on your own behalf and on behalf of your Establishments and AffiliatesAffiliates, including those indicated in the this Agreement, and the individual who signs the Agreement or otherwise enters into it authorized signatory has authority to bind you and them to it; ; (v) neither you (irrespective of any name changes), any entity operating your business or any owners or managers of your business have previously had a card acceptance agreement with us terminated on the basis of a breach of that agreement; (vi) you may act on behalf of all your Affiliates who submit Charges and/or Credits under this Agreement, including acceptance by you of payment from us for Charges incurred with your Affiliates where you instruct such payment to be made to you; (vii) neither you, your beneficial owners (where you are not (1) a company or other entity with a separate legal personality), nor any contacts nominated by you to administer your relationship with us are listed on the U.S. Department of Treasuryany sanctions targets lists, Office of Foreign Assets Controlpolitically exposed persons lists, Specially Designated Nationals and Blocked Persons List special interest persons lists or are subject to any sanctions regime; (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (viiviii) you have not assigned to any third party any payments due to you under the this Agreement; (ix) you have provided all information that we have requested in connection with this Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all such information that you provided in connection with the Agreement is true, accurate, and complete; and and (ixx) you have read the this Agreement and kept a copy for your filefile, and provided a copy to all your Affiliates who are permitted to submit Charges under this Agreement. If You will immediately notify us in writing, if any of your representations or warranties in the this Agreement becomes untrue, inaccurate, or incomplete at any time. We may terminate this Agreement immediately by written termination notice to you, in case any of your representations or warranties in this Agreement is breached, and you fail to cure such breach within thirty (30) days after we may immediately terminate send you a written notice of default. You also agree to allows us to run credit background checks on you on the Agreement in our discretionSaudi Credit Bureau (SIMAH) from time to time.

Appears in 1 contract

Samples: Merchant Agreement

Your Representations and Warranties. You covenant, represent and warrant to us that: • you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation; • you will not permit anyone other than yourself or your authorized designate to obtain access to the Bridge Solution through your Bridge account or otherwise using your Access Information; • you will only use the Bridge Solution in accordance with this Agreement and Applicable Law; • you will comply with all applicable intellectual property laws in your use of the Bridge Solution and not infringe, violate or misappropriate the intellectual property rights of any third party; • you will comply with any Bridge Institution policies and procedures applicable to your Application; • Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Bridge or update Your Data on the Bridge Solution; • to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the Bridge Solution: (iA) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”), and (B) in R.S.A. the Recruiter may have access to such Educational Records • you will not solicit any immigration or visa-related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are duly organizedapplying and, validly existingif required, confirming that the Recruiter has a registration pursuant to such Applicable Law; • you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa-related advice unless they have confirmed to you that they are qualified under Applicable Law; • you will be solely responsible for all activities with respect to the Bridge Solution undertaken by you or your designates; • you will not use the Bridge Solution to provide commercial services to, or for the benefit of, any third party; • you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the Bridge Solution, and to post or upload any content to Bridge’s website or otherwise provide such content and Your Data to Bridge; • you have all legal rights necessary to use the Bridge Solution, both in good standing under the laws of the jurisdiction in which you are organized; (ii) located and in the jurisdiction where the Bridge Institution you are duly qualified and licensed applying to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliateslocated, including those indicated in the Agreementright to access the Content, and the individual who signs right to make the Agreement or otherwise enters into it has authority to bind you Application and them to itprovide Your Data; (vi) you are not (1) located in a country that is subject to the Republic of South Africa Government embargo or sanctions that would prevent your from becoming a student; • you are not listed on any South African Governmental or Regulatory Authority lists of prohibited or restricted parties; • you agree to obtain all authorizations necessary from all third parties for your use of any third- party data in conjunction with the U.S. Department Bridge Solution; • you will ensure that your use of Treasurythe Bridge Solution does not interfere with, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)degrade, or (3) located in adversely affect any software, system, network or operating under license issued data used by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary any person including Bridge and other users of the Treasury as warranting special measures due Bridge Solution (including by ensuring that you do not upload any viruses or other harmful code in using the Bridge Solution or by placing an undue burden upon the CPUs, servers or other resources used to money laundering concernsprovide the Bridge Solution); • you will not in any way use the Bridge Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or as noncooperative any activities that violate any third party’s privacy rights; • you will not interfere with international anti-money laundering principles or procedures in any manner compromise any of Bridge’s security measures; • you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Bridge Solution, including, the forms, Content delivery and display functionality of the Bridge website; • you will cooperate with Bridge and provide the information requested by an intergovernmental group Bridge to assist Bridge and any Governmental or organization Regulatory Authorities in investigating or determining whether there has been a breach of which this Agreement or Applicable Law; and • you will comply with the United States is a member; (vii) terms and conditions of any agreements entered into between you have not assigned to and any third party (including the Bridge Institutions, the service providers for any payments due to Internet services you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided use in connection conjunction with the Agreement is true, accurateBridge Solution, and complete; the hardware providers for any mobile device or other computing equipment through which you use the Bridge Solution), and to the extent that such agreements impose additional restrictions respecting your use of the Bridge Solution (ix) whether by reason of usage limitations or otherwise), you have read will use the Agreement and kept a copy for your file. If any of your representations or warranties Bridge Solution in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretioncompliance with such restrictions.

Appears in 1 contract

Samples: Terms and Conditions

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Your Representations and Warranties. (a) You represent and warrant (i) at the time of the purchase of Worthy Common Stock that you are an accredited investor (as that term is defined in the Securities Act), or if you are not an accredited investor, you will not invest more than the greater of 10% of your annual income or net worth (for natural persons) or revenue or net assets for your most recently completed fiscal year end (if a non-natural person), (ii) that you satisfy any additional minimum financial suitability standards applicable to us the state in which you reside, and (iii) that you covenant that you will abide by the maximum investment limits, as set forth below or as may be set forth on the Worthy Site. You agree to provide any additional documentation reasonably requested by us, as may be required by the securities administrators or regulators of the federal government or of any state, to confirm that you meet such minimum financial suitability standards and have satisfied any maximum investment limits. You understand that the Worthy Common Stock will not be listed on any securities exchange, that there will be no trading platform for the Worthy Common Stock, and that Worthy Common Stock purchasers should be prepared to hold the Worthy Common Stock for an extended period of time. (b) You further represent and warrant to Wxxxxx, as of the date of this Agreement and as of any date that you commit to purchase Worthy Common Stock that: (i) you are duly organized, validly existing, have the power to enter into and in good standing perform your obligations under the laws of the jurisdiction in which you are organizedthis Agreement; (ii) this Agreement has been duly authorized, executed and delivered by you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) in connection with this Agreement, you have full authority to enter into complied in all material respects with application federal, state and local laws. (c) You should check the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets ControlControl (“OFAC”) website at <hxxx://xxx.xxxxx.xxx/xxxx> before making the following representations. You represent that the amounts invested by you in the Worthy Common Stock were not and are not directly or indirectly derived from activities that contravene federal, Specially Designated Nationals state or international laws and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx)regulations, (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international including anti-money laundering principles or procedures laws and regulations. Federal regulations and Executive Orders administered by an intergovernmental group or organization of which OFAC prohibit, among other things, the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided engagement in connection with the Agreement is true, accuratetransactions with, and complete; the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <hxxx://xxx.xxxxx.xxx/xxxx>. In addition, the programs administered by OFAC (ixthe “OFAC Programs”) you have read prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.OFAC lists.1

Appears in 1 contract

Samples: Investor Agreement (Worthy Wealth, Inc.)

Your Representations and Warranties. Each time You use a Service, You represent and warrant to us Us that: (i1) you You are duly organized, validly existing, existing and in good standing stand- ing under the laws of the jurisdiction in which you are organizedof Your respective organization; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on Your agreement to the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)Agreement is an authorized and legally, or valid and binding ob- ligation; (3) located in or operating under license issued by a jurisdiction identified by You have the U.S. Department of State as a sponsor of international terrorism, by requisite power and authority and have taken all neces- sary action to execute and deliver the U.S. Secretary of the Treasury as warranting special measures due Enrollment Form to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you perform Your obliga- tions under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods each Service used by You; (4) any consent or services (or both) at your Establishments and free authorization of any liens, claims, governmental authority or encumbrances other than ordinary sales taxes; (viii) all information that you provided third party required to be obtained by You in connection with the Agreement is trueor any Service used or performed pursuant to the Agreement has been obtained; (5) the Services are not intended to and shall not be used by You for personal, accurate, and completefamily or household purposes; and (ix6) you have read You are not acting on behalf of or transmitting funds to or from any party subject to sanctions enforced by OFAC. Product and service descriptions contained in marketing or other materials provided to You before or after You agree to the Agreement do not constitute representations or warranties. In order for a product or service description to constitute a warranty, it must be contained within a document signed by a duly authorized Bank officer that expressly provides that it is to be incorporated into the Agreement. Except as expressly provided in these terms, services are provided “as is” and kept We disclaim any and all other warranties, express or implied, written or oral in respect to the services, including but not limited to any implied warranties of merchantability, fitness for a copy particular purpose, non-infringement, and any warranties arising from a course WITH YOURS. You are responsible for your fileobtaining and maintaining any hardware, software, communications, encryption capability and trained personnel needed to access or use the Services. The requirements to access Your Service(s) may change over time. You are responsible for protecting Your systems and soft- ware against viruses and other unwanted functionalities and You agree to take reasonable efforts not to introduce viruses and other unwanted functionalities to Our systems and software. You agree to be responsible for Your own computer back-ups and contingency planning (including contingency planning for an unplanned interruption in Our Services). You are solely responsible for selecting the Service(s) You need from us, for the accuracy and adequacy of the data You provide to us, and for the result of using the Service(s) in the operation of Your business. You represent, warrant and covenant that You have all necessary rights, power and authority to (1) provide Us with any information that You submit in connection with the Service(s); and (2) initiate the transactions that You submit in connection with the Service(s). You agree to use ordinary care in using Our Services. If We provide You with written or electronic instructions or operating procedures, input or transmission formats, incoming work specifications, dead- lines or cut-off times, or other limitations or requirements relating to the use of the Service(s) You receive from Us (including amended or new terms and condi- tions), You agree to comply with the requirements and understand that We may reject or be unable to process incoming items, instructions or work that does not comply. In the event You fail to comply with any requirements, non-compliance fees may apply. You agree not to (1) resell or otherwise make Our Services available to others; or (2) use Our Services in a way that damages or violates the rights of your representations others or warranties any third party, that violates any Applicable Law, or that will subject Us or Our contractors to investigation, prosecution or other legal action. To the extent that the Services We provide You with involve the use of clearing systems or other networks or associations, including the Federal Reserve sys- tem, VISA, MasterCard, and the National Automated Clearing House Association (such systems, networks and associations being referred to collectively herein as “Associations”), You agree that the Services are provided subject to the rules, regulations and guidelines of the Associations, all which You agree to comply with. You understand and agree that We are not responsible for the acts or omissions of any Association or of any other member of an Association. Nothing in the Agreement becomes untrueshall be construed to diminish, inaccurate, restrict or incomplete at any time, we may immediately terminate otherwise reduce Your obligations under relevant Association rules. Our rights and remedies un- der the Agreement are in our discretionaddition to and not in lieu of Our rights and remedies under Association rules. To the extent that Our Services involve the processing of consumer payments, You agree to receive, respond to and resolve, at Your own expense, all consumer complaints regarding those payments. You agree not to materially change Your business or submit to Us any transactions that are submitted in a way or for a product or service of Yours that was not previously described to and expressly accepted by us. If work to be processed by Us is time sensitive, You agree to submit the work to Us in advance of Our final input deadline. This will minimize the possibility of delays resulting from unplanned occurrences (for example, payroll files should be submitted at least two days prior to the payroll effective date.

Appears in 1 contract

Samples: Treasury Solutions Agreement

Your Representations and Warranties. You By using the Services, you represent and warrant at all times during your use of the Services that you are a legal entity located in a Permitted Jurisdiction. You may not use the Services for personal, family, or household use. You further represent, warrant, and covenant to us that: at all times that (i) you are duly organizedwill comply with these Terms of Use and all applicable laws, validly existingrules and regulations regarding your use of the Transaction Platform, the Services, and in good standing under the laws End Customer data, as applicable, and you shall require that all Authorized Persons, agents and employees comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the jurisdiction Transaction Platform and End Customer data and the Services, including without limitation in which you are organized; each case anti-money laundering and sanctions laws and regulations, (ii) you are duly qualified compliant at all times with all applicable laws, rules and licensed to do business regulations in all jurisdictions in which you conduct business; operate and you are not subject to sanctions programs administered by the Office of Foreign Asset Control of the United States Department of the Treasury (“OFAC”) and any applicable non-US sanctions programs (and, you agree that we may institute a hold on your account or your funds, if we determine that you, or any transaction we process on your behalf is or may be subject to such sanctions programs), (iii) you will and shall require that all Authorized Persons, agents and employees use the Transaction Platform and the Services only for lawful purposes, (iv) you have full power and authority to enter into the Agreement and comply with these Terms of Use, (v) title to all necessary money and assets and liquidity transferred to perform your obligations and pay your debts hereunder as they become due; (iv) there us under these Terms of Use is no circumstance threatened not be subject to any charge or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; other rights of third parties, (v) you are authorized hold all required licenses, registrations and permissions to enter into the Agreement on behalf of carry out your Establishments and Affiliatesbusiness, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vivii) you are not (1) listed on buying currency for the U.S. Department purposes of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), investment or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; speculation (viii) all information that supplied to us by you provided in connection with the Agreement is truecomplete, accurate, up to date, and complete; and truthful in all material respects (ix) you have read will enter into Forward Contracts only to facilitate payment for identifiable goods, services, and direct investment, and (x) you shall not use the Agreement Services other than in accordance with such operating processes and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any procedures as we may prescribe from time to time, we may immediately terminate the Agreement in our discretionwhether through Currencycloud Direct or otherwise.

Appears in 1 contract

Samples: Terms of Use

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iiiii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iviii) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (viv) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (viv) you are not (1) a person or entity listed on the U.S. Department List of Treasury, Office Names made subject to the Regulations Establishing a List of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2Entities pursuant to subsection 83.05(1) listed on of the U.S. Department Criminal Code of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)Canada or the United Nations Suppression of Terrorism Regulations, or any other such list or regulation that may exist now or in the future (3) located in Prohibited Lists). The Prohibited Lists under this section may be subject to change from time to time, with or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due without notice to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a memberyou; (viivi) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxesthis Agreement; (viiivii) all information that you provided in connection with the this Agreement is true, accurate, and complete; and (ixviii) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Appears in 1 contract

Samples: Terms and Conditions for Card Acceptance

Your Representations and Warranties. You represent a. there is a risk of losing cryptocurrency & other funds of value when using the Service and warrant Onboard has no responsibility to us that: you for any such loss; b. your use of the Service is at your sole option, discretion and risk; c. you are solely responsible for any applicable taxes which may be payable on cryptocurrency traded or transacted by you through your using the Service; d. the telecommunications networks, blockchain networks (such as Polkadot and Ethereum) and Internet access services required for you to access and use the Service are entirely beyond the control of Onboard and Onboard shall have no liability whatsoever for any outages, slowness, capacity constraints or other deficiencies affecting the same; and e. you are (i) you are duly organizedaged 18 or over, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business of the age of majority in all jurisdictions in which you conduct business; your jurisdiction, (iii) you have full authority are accessing the Service from a jurisdiction in which it is legal to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; do so, (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not a Politically Exposed Person (1PEP) listed nor are you on the any U.S. Department or EU Sanctions lists or terrorism finance watchlists, and (v) that you will inform Onboard immediately if you enter onto one of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), these lists or (3) located in change your residence to a prohibited jurisdiction. f. You warrant that should you discover a bug or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary error that may lead to an exploit of the Treasury as warranting special measures due to money laundering concernsService or other loss of funds from Onboard, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned the responsibility to notify Onboard at xxxxxxx@xxxxxxxxxx.xx in a timely manner. Furthermore, any third party any payments due attempt by you to you use such a discovered exploit or bug for illicit financial gain is illegal and strictly prohibited under this Agreement. Onboard reserves the Agreement right to prosecute to the fullest extent of the law anyone who exploits or attempts to exploit the Service in an unlawful manner. Such exploits or bugs should be disclosed in a responsible manner and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments in strict confidence with xxxxxxx@xxxxxxxxxx.xx and free of any liens, claims, or encumbrances no other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionentity.

Appears in 1 contract

Samples: End User Agreement

Your Representations and Warranties. You represent and warrant that: a) The Account is not maintained by a current or former Politically Exposed Person or Public Official (includes U.S. and Foreign Individuals). b) This brokerage account is not maintained by a Foreign Financial Institution as defined by Title 30 of the Code of Financial Institution as defined by Title 30 of the Code of Federal Regulations. c) This brokerage account is not a Foreign Bank organized under foreign law and located outside of the United States as defined by Title 31 of the Code of Federal Regulations. d) You have carefully reviewed, understand and agree to us thatthe terms and provisions of the following: Composer’s Customer Relationship Summary (i) you are duly organizedForm CRS), validly existingComposer’s Terms of Use, Composer’s Privacy Policy, Clearing Broker’s Margin Disclosure Statement (if applicable), Clearing Broker’s Customer Agreement (New Account Agreement), Composer’s Pattern Day Trading Disclosure, Composer’s Use and Risk Disclosure, Composer’s Business Continuity Plan Statement, and in good standing under Composer’s Pricing and Fees Schedule, and if applicable, the laws of Options Disclosure Statement and Clearing Broker’s Fully Paid Lending Documents, which include the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Master Securities Lending Agreement and all necessary assets the Fully Paid Lending Disclosures. e) All information provided in this application is accurate. The Broker can rely on and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter verify this information, and You will promptly notify the Broker of any changes. f) You consent to receive all future brokerage account information electronically. g) By signing below electronically, it is equivalent to Your written signature, and You understand that You are entering into legal agreements. h) You acknowledge and agree that Composer did not directly solicit me to open a brokerage account. i) You agree to notify the Agreement on behalf of your Establishments and Affiliates, including those indicated Broker promptly regarding any change in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed information provided on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionthis application.

Appears in 1 contract

Samples: Customer Agreement

Your Representations and Warranties. You 4.1 In addition to other representations and warranties you will give us in this Agreement, you represent and warrant to us that: (ia) you are duly organized, validly existing, and in good standing an individual or company who can form legally binding contracts under the laws applicable in your country of residence or incorporation; (b) if you are an individual, that you are above the age of 18, or otherwise above the legal age in your country of residence; (c) all of the jurisdiction in which information provided by you are organizedto Monecor is correct and current; (iid) you are duly qualified the owner of each Affiliate Website and licensed any content displayed thereon or contained therein and/or you are legally authorized to do business in all jurisdictions in which you conduct businessact on behalf of the owner the Affiliate Website for the purposes of this Agreement and the Services to be provided hereunder; (iiie) you have full all necessary rights, powers, and authority to enter into the this Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts the acts required of you hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (viif) you have not assigned complied and will continue to any third party any payments due to you under the Agreement comply with all Applicable Laws and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at Regulations in your Establishments and free performance of any liensacts hereunder, claimsand (g) neither the Affiliate nor its shareholders and/or ultimate beneficial owners, or encumbrances its directors, officers, representatives and other than ordinary sales taxes; (viii) all information that you provided persons who are performing services in connection with the this Agreement is truea country, accurateterritory, individual or entity named on the “Consolidated of Financial Sanctions Targets” or any successor or equivalent sanctions list published by Her Majesty’s Treasury of the United Kingdom, or any “Consolidated list of persons, groups and completeentities subject to EU financial sanctions or any successor or equivalent sanctions list published by the European Union. 4.2 In addition, to the extent that Affiliate’s Website is or includes a media player: (a) you represent and warrant that you have a valid license to use and distribute such media player (including all content therein without limitation) for the purposes of this Agreement and the Services to be provided hereunder; and (ixb) you have read shall ensure that any media player that constitute Affiliate’s Website or that are part thereof or included therein shall comply with the Agreement terms and kept a copy for conditions set forth herein. 4.3 You further represent and warrant that Affiliate’s Website and any materials displayed therein: (a) comply with all Applicable Laws and Regulations in your file. If performance of any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.acts hereunder;

Appears in 1 contract

Samples: Affiliate Agreement

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1A) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2B) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3C) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-anti- money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Appears in 1 contract

Samples: American Express Card Acceptance Agreement

Your Representations and Warranties. You represent and warrant to us Us that: : (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you You are duly qualified and licensed to do business in all jurisdictions in which you conduct business; the Kingdom of Saudi Arabia. (iiiii) you You have full authority to enter into the Agreement and all necessary assets and liquidity to perform your Your obligations and pay your Your debts hereunder as they become due; . (iviii) there is no circumstance threatened or pending that might have a material adverse effect on your Your business or your Your ability to perform your Your obligations or pay your Your debts hereunder; . (viv) you You are authorized to enter into the Agreement this agreement on Your own behalf and on behalf of your Your Establishments and Affiliates, including those indicated in the Agreementthis agreement, and the individual who signs the Agreement or otherwise enters into it authorized signatory has authority to bind you You and them to it; . (v) neither You (irrespective of any name changes), any entity operating Your business or any owners or managers of Your business have previously had a Card acceptance agreement with Us terminated on the basis of a breach of that agreement. (vi) you are not (1) listed You may act on the U.S. Department behalf of Treasuryall Your Affiliates who submit Charges and/or Credits under this agreement, Office including acceptance by You of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due payment from Us for Charges incurred with Your Affiliates where You instruct such payment to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; be made to You. (vii) you You have not assigned to any third party Third Party any payments due to you You under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; this agreement. (viii) You have provided all information that you provided We have requested in connection with the Agreement this agreement and all such information is true, accurate, and complete; and . (ix) you You have read the Agreement this agreement and kept a copy for your Your file, and provided a copy to all Your Affiliates who are permitted to submit Charges under this agreement. If You will immediately notify Us in writing, if any of your Your representations or warranties in the Agreement this agreement becomes untrue, inaccurate, or incomplete at any time. We may terminate this agreement immediately by written termination notice to You, we may immediately terminate in case any of Your representations or warranties in this agreement is breached, and You fail to cure such breach within thirty (30) days after We send You a written notice of default. You also agree to allows Us to run Credit background checks on You on the Agreement in our discretionSaudi Credit Bureau (SIMAH) from time to time, and also authorize Us to obtain and collect any information necessary or required from SIMAH, Bayan Credit Bureau (Bayan) and Al-Elm Information Security (Elm) and to disclose and share such information to SIMAH, Bayan, Elm and to Our authorized collection agencies or any other agency approved by SAMA.

Appears in 1 contract

Samples: Merchant Agreement

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.and

Appears in 1 contract

Samples: Affiliate Member Agreement

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iiiii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iviii) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (viv) you are authorized to enter into the this Agreement on behalf of your Establishments and Affiliates, including those indicated in the this Agreement, and the individual who signs the this Agreement or otherwise enters into it has authority to bind you and them to it; (viv) you are not (1) a person or entity listed on the U.S. Department List of Treasury, Office Names made subject to the Regulations Establishing a List of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2Entities pursuant to subsection 83.05(1) listed on of the U.S. Department Criminal Code of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)Canada or the United Nations Suppression of Terrorism Regulations, or any other such list or regulation that may exist now or in the future (3) located in Prohibited Lists). The Prohibited Lists under this section may be subject to change from time to time, with or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due without notice to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a memberyou; (viivi) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxesthis Agreement; (viiivii) all information that you provided in connection with the this Agreement is true, accurate, and complete; and (ixviii) you have read the this Agreement and kept a copy for your file. If any of your representations or warranties in the this Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the this Agreement in our discretion.

Appears in 1 contract

Samples: American Express Card Acceptance Agreement

Your Representations and Warranties. You 9.1 By submitting a transaction to us, you represent and warrant that the transaction: (a) is genuine and arises from a genuine sale or service that you directly sold or provided as described on your Application. (The submission of Authorization requests and/or Card transaction by you for Card sales or cash advances transacted by another business is considered laundering or factoring and is prohibited); (b) represents the correct amount of the goods or services purchased by the Cardholder from your business as identified on your Application; (c) is not subject to us any dispute, set-off, or counterclaim; (d) to your knowledge, is not the result of fraud and has been authorized by the Cardholder; (e) does not violate the law of any applicable jurisdiction, including the jurisdiction where you are located, where the Cardholder is located, or where we are located; (f) except for any delayed delivery or advance deposit Card transactions expressly authorized under this Agreement, includes your simultaneous delivery of the goods or services to the Cardholder; and First Data (g) complies with this Agreement and Card Organization Rules. 9.2 You further represent and warrant, as of the date of this Agreement and at the time of submission of each transaction, that: : (ia) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority free to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; this Agreement; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (viib) you have not assigned changed the nature of your business or practices in a way not previously disclosed to any third party any payments due us; (c) each statement made on the Application or other information provided to you under the Agreement and all indebtedness arising from Charges are for bona fide sales us in support of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the this Agreement is true, accurate and complete, and you have maintained and updated this information to keep it true, accurate, current and complete; and ; (ixd) you have read not filed a bankruptcy petition not previously disclosed to us; (e) you will not process any credit transactions that do not correspond to a previous transaction on the Agreement and kept a copy for your file. If original sales draft; (f) you will not at any time during the Term of this Agreement, or until all amounts have been paid in full under this Agreement, grant or pledge any security interest or lien of any type in any Reserve Account, Settlement Account or in any of your representations the transaction proceeds to any Person without our consent; and (g) where you provide FNS, SNAP or warranties WIG Benefits (as described in the Agreement becomes untrueYour Payments Acceptance Guide), inaccurate, you are an FNS authorized merchant and are not disqualified or incomplete at any time, we may immediately terminate the Agreement in our discretionwithdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn by FNS.

Appears in 1 contract

Samples: Merchant Processing Agreement

Your Representations and Warranties. You hereby represent and warrant to us that: the Company as follows: (a) You are acquiring the Restricted Shares for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Restricted Shares. (b) You understand that (i) you are duly organized, validly existing, and in good standing the Restricted Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of the any state or other jurisdiction in which you are organizedreliance upon exemptions from such registration requirements for non-public offerings; (ii) you are duly qualified the Restricted Shares may not be sold, pledged or otherwise transferred except pursuant to effective registrations or qualifications relating thereto under the Securities Act and licensed applicable state securities or blue sky laws or pursuant to do business in all jurisdictions in which you conduct businessan exemption therefrom; and (iii) the Company is not under any obligation to register or cause to be registered the Restricted Shares under the Securities Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available. (c) You (i) have such knowledge and experience in financial and business matters so that you are capable of evaluating, and have evaluated, the relative merits and risks of owning the Restricted Shares and (ii) have adequate means of providing for your current economic needs and possible personal contingencies, have no need for liquidity in your investment in the Restricted Shares and are able financially to bear the risks of ownership of the Restricted Shares. (d) You are aware of and acknowledge the following: (i) that no Federal or state agency has made any finding or determination regarding the fairness of this investment, or any recommendation or endorsement of the Shares; (ii) that neither the officers, directors, agents, Affiliates or employees of the Company, nor any other Person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth herein; (iii) that the past performance or experience of the Company or the Company’s officers, directors, agents or employees will not in any way indicate or predict the results of the ownership of the Shares or of the Company’s activities. (e) You have been advised and represented by independent legal counsel regarding your rights and obligations under this Agreement (or you have full authority voluntarily declined to seek such counsel) and you fully understand the terms and conditions contained herein. (f) You have all requisite capacity to enter into the this Agreement and all necessary assets to consummate the transactions contemplated hereby. You have duly executed and liquidity delivered this Agreement and this Agreement constitutes your legal, valid and binding obligations, enforceable against you in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable law. The execution, delivery and performance of this Agreement by you does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) which you are authorized a party or any judgment, order or decree to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) which you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionsubject.

Appears in 1 contract

Samples: Restricted Stock Agreement (Tree.com, Inc.)

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