Your Representations, Warranties, and Covenants Sample Clauses

Your Representations, Warranties, and Covenants. By enrolling in the Service, you represent and warrant that: i. You have completed all internal actions necessary to enroll in the Service; ii. You have provided us with all documents necessary to evidence your ability to request and enroll in the Service; iii. The documents you provide to us are duly authorized, true, accurate, and complete; iv. Every person named as an Authorized Representative is duly authorized and has complete and full authority to bind you in all transactions involving the Service; v. You have procured any and all required licenses and filings regarding your business, including, but not limited to, any filings for trade names under which you may conduct business; vi. You will use the Service for business and/or commercial purposes only, and you will not use them for personal, family, or household purposes; and vii. Subject to Applicable Law, this Agreement constitutes your valid and legally binding obligation, enforceable against you in accordance with its terms.

Your Representations, Warranties, and Covenants. You make the following representations, warranties and covenants: (a) Each Image is a true and accurate rendition of the front and back of the Original Check, without any alteration, and the drawer of the Original Check has no defense against payment of the Original Check. (b) The amount, payee(s), signature(s), and endorsement(s) on the Image and on the Original Check are legible, genuine, accurate and otherwise meet the Image quality standards outlined in this Agreement. (c) You will not deposit, re-deposit or otherwise endorse to a third party the Original Check and no person will receive a transfer, presentment, or return of, or otherwise 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 already been paid. (d) There are no duplicate Images of the Original Check and you will not transmit any duplicate images. (e) The Original Check was authorized by the drawer in the amount stated on the Original Check and to the payee(s) stated on the Original Check. (f) You are authorized to enforce and obtain payment of the Original Check. (g) You have possession of the Original Check and no other party will submit the Original Check for payment. (h) You are the owner of the Mobile Deposit Authorized Account(s) that you register with the Mobile Deposit Service. (i) All information that you supply to us in connection with the Mobile Deposit Service is accurate, true and complete. (j) You will comply with the terms of this Agreement and applicable law. With respect to each Image, you make to us all representations and warranties that we make or are deemed to make to any third party pursuant to law, regulation or clearinghouse rule. You agree that files and Images transmitted to us will contain no viruses or any other disabling features that may have an adverse impact on our network, data, or related systems.

Your Representations, Warranties, and Covenants. As a condition of being permitted to use the Program, you represent and agree that the following statements are and will continue to be true for so long as you access the Program: A. You are the person identified by your Access Credentials. B. You are at least 18 years of age. C. The terms of this Agreement are in addition to, and not in derogation of, all the terms and conditions of other agreements between you and RBC CM, including, without limitation, any brokerage client account agreements, investment advisory agreements, credit or options agreements, or mutual fund application(s) or applicable prospectuses. D. You are liable for any and all charges or expenses incurred in connection with the use of the Program by you or any other person accessing the Program through the use of your Access Credentials. You understand that any rates, fees, billing and terms governing services provided by outside vendors used in connection with the Program are determined by such vendors and that all payments due from you to RBC CM shall be made directly to RBC CM in accordance with its policies. E. You recognize that your use of the Program may involve the transmission of information that may be considered personal financial information, including, but not limited to, the identity and number of shares that you own in the Accounts and the net dollar price for any such shares. You consent to the transmission by electronic means of such information through the Program, and that such consent shall be effective at all times that you use the Program. F. You own the Accounts or are otherwise duly authorized to access the Accounts by its owner via the Program.

Your Representations, Warranties, and Covenants. You represent and warrant to the Bank that: (a) All information, including financial information, whenever provided by you to the Bank, shall be true, correct and complete. Information relating to your financial condition accurately reflects your financial condition as of the date(s) thereof; (b) You are not insolvent within the meaning of 11 U.S.C. Section 101 (32); (c) You are in compliance with all federal, state and local laws applicable to your properties, operations, business and finances; (d) You are duly organized and in good standing under the laws of the state of your organization, and you have all powers, licenses, authorizations and approvals to operate your business as now conducted; and (e) You will promptly notify the Bank of the existence of any condition or event which may constitute a breach of or default under this Agreement.

Your Representations, Warranties, and Covenants. You represent, warrant, and covenant that: (a) Your use of the Site is at Your own risk and eCourt Reporters shall not be liable for any damages arising, directly or indirectly, from Your use of the Site, including, without limitation, reliance on the information, analysis, and other data available through the Site; and (b) You are solely responsible for ensuring that any Court Reporting Services You schedule comply with applicable laws and do not, and You shall not attempt to take any action intended to cause such Court Reporting Services to, infringe eCourt Reporters’ and/or any third party’s Intellectual Property rights. (c) Disclaimer. OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT, AND OT THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SITE IS PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT. ECOURT REPORTERS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE COURT REPORTER SERVICES OR ANY SERVICE PROVIDERS, INCLUDING, WITHOUT LIMITATION, THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT, INFORMATION, OR COURT REPORTING SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH YOUR USE OF THE SITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ECOURT REPORTERS, ITS AFFILIATES, OR OTHER THIRD PARTIES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY GRANTED HEREIN. ECOURT REPORTERS MAKES NO WARRANTY OF ANY KIND THAT THE SITE, OR RESULTS FORM THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. YOU ASSUME THE ENTIRE RISK TO THE USE OF THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Your Representations, Warranties, and Covenants. In addition to the representations, warranties and covenants set forth in the Master Agreement, you represent, warrant and covenant that: (i) any authentications made by you or authorizations provided by you to us with the Instructions shall be obtained by you in compliance with the Rules and any Instructions initiated by you shall be authorized by the Remitter as required by the Rules, (ii) you are the owner or authorized licensee of any Intellectual Property, with full right to grant a license to use the Intellectual Property to us as provided in this Service Description, and (iii) you have provided each Remitter with any disclosure required by applicable law and regulation.

Your Representations, Warranties, and Covenants. By opening and maintaining a deposit account with us, you represent and warrant that: ▪ You have completed all internal or corporate actions necessary to open and maintain a deposit account with us; ▪ You have furnished us with all documents necessary to evidence your ability to open and maintain a deposit account with us; ▪ Any and all documents, including but not limited to account opening documents that you provide to us, are duly authorized, true, accurate, and complete in all respects; ▪ Every person named as an authorized signer is duly authorized and has complete and full authority to bind you in all transactions involving your deposit account; ▪ You have procured any and all required licenses and filings regarding your business, including but not limited to any filings for fictitious trade names under which you may conduct business; and ▪ You will use and maintain your deposit accounts for business or commercial purposes only, and you will not use them for personal, family, or household purposes. You also covenant and agree that you will promptly inform us in writing of any changes in your organization, ownership, or in the authority of any authorized signers with respect to your deposit accounts with us or any transactions relating to such deposit accounts. You also agree to provide us with any additional documents regarding your deposit account that we may request from time to time. In addition to, and not in substitution for, any other indemnification obligations that you may have to us, you agree to defend, indemnify, and hold us harmless from any and all losses that may directly or indirectly arise from: (a) your breach of any representation, warranty, or covenant under this Agreement; (b) any breach by an authorized signer of a representation, warranty, or covenant under this Agreement; (c) our reliance on any actions or inactions of any authorized signer or any other party with actual, implied or apparent authority to act on your behalf; or (d) your failure to inform us of any changes as required by this Agreement.

Your Representations, Warranties, and Covenants. You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use the Payments Services and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and, (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f). You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fide sale by you; (ii) any Transaction submitted by you will accurately describe the goods and/or services sold and delivered to a customer; (iii) you will fulfil all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers; (iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by you through the Payments Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use the Payments S...

Your Representations, Warranties, and Covenants. The Customer represents and warrants that, with respect to each Check and corresponding Electronic Item processed in connection with the Service: (i) The Customer is a person entitled to enforce the Check and corresponding Electronic Item; (ii) All signatures on the Check and corresponding Electronic Item are authentic and authorized; (iii) Checks must be payable to an account owner (iv) Checks must be drawn on a U.S. Bank (v) The Check is not a counterfeit item; (vi) No Check nor any Electronic Item has been altered; (vii) Any Electronic Item is a digitized image of a Check and accurately represents all of the information on the front and back of the Check as of the time the Check was converted to an Electronic Item; (viii) No Check, nor any Electronic Item nor other digitized image of a Check, will be presented for payment such that an endorser, depositary bank, Payer Financial Institution, or the drawer will be asked to make a payment twice with respect to the Check, including without limitation by placing such restrictive indorsement on Checks, or voiding Checks, as Bank may reasonably require.

Your Representations, Warranties, and Covenants. As a condition of being permitted to use the Program, you represent and agree that the following statements are and will continue to be true for so long as you request access to the Program: A. You are the person identified as the "registrant" in the Program application, and your name and address as provided in that application are correct. B. You are at least 18 years of age. C. You understand that RBC CM will not be responsible for the accuracy, completeness or use of any information received by it or received by you from outside data sources through the Program and that RBC CM does not make any warranty concerning such information. You understand that all information provided or transmitted to RBC CM through the Program is at your sole risk and responsibility. You agree that neither RBC CM, nor any third party working with RBC CM to provide services hereunder, shall be responsible for any damages caused by communications line failure, unauthorized access, theft, systems failure and other occurrences beyond its control. D. You will not use any information or market data provided on the Site by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify RBC CM if you intend to do so and to pay any additional charges in connection therewith. E. You understand that all the terms and conditions of your brokerage client agreement(s) with RBC CM, including, without limitation, any online trading account agreement, written acknowledgement or risks associated with online trading, RBC Express Credit and options agreement, or mutual fund application(s) or applicable prospectus, control the operation of your Account, and those terms and conditions are incorporated herein by this reference. F. You agree to be liable for any and all charges or expenses incurred in connection with the use of the Program by you or any other person through the use of your User Codes, or otherwise. You understand that any rates, fees, billing and terms governing services provided by outside vendors may be determined by the vendor. G. You expressly acknowledge and agree that the use and storage of any information, including, without limitation, portfolio information, transaction activity, account balances and any other information available through use of the Program is at your sole risk and responsibility. H. You understand that each participating national securities exchange or association asserts a proprietary inte...