YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS Sample Clauses

YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. To induce us to enter into this Agreement, you as buyer represent, warrant, and agree as follows:
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YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. You represent and warrant that this Agreement is your legal, valid and binding obligation, enforceable against you in accordance with its terms. Furthermore, by accessing the Web site, or designating a Third Party User with access to the Web site, you: • Represent on a continuing basis that you are authorized to view any account, sub-account or portfolio for which you have requested access; • Represent on a continuing basis that you have observed and will continue to observe all laws and regulations applicable to you and your activities in respect of your use of the Web site; • Agree that we can, in providing the Services and Information to you, rely on the financial and other information provided by you to us from time to time; and • Agree that the Private Bank and its agents and support services providers may download certain information to your computer or other access device.
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YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. You represent and warrant that this Agreement is your legal, valid and binding obligation, enforceable against you in accordance with its terms. Furthermore, by accessing the Website, you: • Represent on a continuing basis that you are authorized to view any account, subaccount or portfolio for which you have requested access; • Represent on a continuing basis that you have observed and will continue to observe all laws and regulations applicable to you and your activities in respect of your use of the Website; • Agree that we may, in providing the Services and Information to you, rely on the financial and other information provided by you to us from time to time; • Agree that we and our agents and support services providers may download certain information to your computer or other access device; • Acknowledge and agree that the Services provided to you by any member of Citibank shall be deemed to be provided in the jurisdiction within which the member offering the Services is authorised to operate; • Acknowledge and agree that notwithstanding anything in the Website, we reserve the right to make the final determination on whether or not you are eligible for any of the Services provided on the Website; and • Acknowledge and agree that we reserve the right to store information on your computer in the form of a "cookie" or similar file for purposes of modifying the Website to reflect your preferences.
Sample 1
YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. By your acceptance hereof, you hereby represent and warrant to, and agree with, the Underwriters that: (a) You are authorized pursuant to the laws of the State, in particular, Title 62, Sections 751 et seq., Oklahoma Statutes 2011 (the “Act”) to issue the Bonds for the purpose of providing funds to refund the outstanding general obligation bonds of the Issuer described on Schedule 1 hereto (collectively, the “Refunded Bonds”) in the manner and subject to the terms and conditions set forth in the Special Escrow Fund Agreement dated as of [June ], 2020 (the “Escrow Agreement”) between you and BOKF, NA, as escrow agent thereunder (the “Escrow Bank”). (b) You have complied with all provisions of the laws of the State and the Act in connection with the issuance of the Bonds, and you have full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bond Resolution, the Bonds, the Escrow Agreement and any and all other agreements relating thereto. (c) You have duly authorized all necessary action to be taken by you for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Bond Resolution and the Escrow Agreement; (ii) the execution and delivery of the Bond Resolution providing for the issuance of and prescribing the security for the Bonds and appointing BOKF, NA, as the paying agent and bond registrar (the “Paying Agent and Registrar”) for the Bonds; (iii) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Bond Resolution, the Escrow Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by you in order to carry out, give effect to and consummate the transactions contemplated hereby; and (iv) the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Bond Resolution and the Escrow Agreement. Executed counterparts of the Escrow Agreement and the Bond Resolution will be delivered to the Underwriters by you at the Closing Time, as hereinafter defined. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity by or before any court, public board or body pending or, to your knowledge, threatened against or affecting you (or, to your knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or the validity of the Bonds, the Bond R...
Sample 1
YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. You warrant, represent, acknowledge and agree that: (a) You have not appointed any person to carry out any of the Services on your behalf, nor will you do so at any time during the Term except with our written consent. (b) You are not a party to any agreement, whether verbal or written, that does or could reasonably be expected to conflict with the terms of this Agreement, nor will you be or become a party to any such agreement at any time during the Term except with our written consent. (c) If any third-party approaches you directly regarding a potential Engagement, then you will immediately refer such third-party to us and we will negotiate and discuss the terms of any such Engagement on your behalf. (d) You will make aware any third-party who offers to represent you with respect to any of the Services or an Engagement of the existence of this Agreement, and will immediately refer such third-party to the Agency and direct such third- party to communicate with us directly with respect to the Services and any Engagement. (e) You will co-operate to assist us and take any action we may reasonably request to enable us to fulfil our obligations under this Agreement and increase your reputation and goodwill. (f) You own or have the absolute right to use all images, videos, sounds, graphics, texts, articles, and other material that you submit to us.
Sample 1
YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. You represent and warrant that this Agreement is your legal, valid and binding obligation, enforceable against you in accordance with its terms. Furthermore, by accessing the Web site, you: • Represent on a continuing basis that you are authorized to view any account, subaccount or portfolio for which you have requested access; • Represent on a continuing basis that you have observed and will continue to observe all laws and regulations applicable to you and your activities in respect of your use of the Web site; • Agree that we can, in providing the Services and Information to you, rely on the financial and other information provided by you to us from time to time; and • Agree that the Private Bank and its agents and support services providers may download certain information to your computer or other access device.
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Related to YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that: (a) The Adviser and the Sub-Adviser each has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby. (b) The Trust will cause the Adviser to deliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Contract.

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