Your Representations, Warranties and Undertakings. 5.1 You represent, warrant and undertake to us that as at the Effective Date and on an ongoing basis: (a) you will at all times comply with all Applicable Laws, any provision of your constitutional documents, any order or judgment of any court or other agency applicable to you and you will not use the Services and/or the General Client Account for the purposes of (facilitation thereof included) money laundering, tax evasion, terrorist financing or any other illegal activities; (b) neither you nor any of your parent, subsidiary, ultimate beneficial owner (holding at least 25% of interest), or Affiliate, as relevant, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Agreement: (i) are a Restricted Party; (ii) in the past five years, have breached any Sanctions; (iii) will transfer or receive any funds to, from or via a Restricted Party, or otherwise in breach of Sanctions applicable to you or us; (iv) have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions; (c) you: (i) will at all times in connection with the activities envisaged under this Agreement, comply with Sanctions and you will not use the Services and/or the General Client Account for any activity which may breach Sanctions or expose us to breaching or other adverse or enforcement action under Sanctions, including without limiting the foregoing any activity or transaction with a Sanctioned Country or a Restricted Party; (ii) are not and in the past five years have not been subject to any investigation or enquiry into your compliance with Sanctions or any allegation of any breach of, or involvement in any breach of, Sanctions; (d) you will immediately notify Ebury in the event that any of the representations and warranties in Clauses 5.1(b) and
Appears in 1 contract
Samples: Relationship Agreement
Your Representations, Warranties and Undertakings. 5.1 You represent, warrant and undertake to us that as at the Effective Date and on an ongoing basis:
(a) you will at all times comply with all Applicable Laws, any provision of your constitutional documents, any order or judgment of any court or other agency applicable to you and you will not use the Services and/or the General Client Account for the purposes of (facilitation thereof included) money laundering, tax evasion, terrorist financing or any other illegal activities;
(b) neither you nor any of your parent, subsidiary, ultimate beneficial owner (holding at least 25% of interest), or Affiliate, as relevant, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Agreement:
(i) are a Restricted Party;
(ii) in the past five years, have breached any Sanctions;
(iii) will transfer or receive any funds todirectly or indirectly to or from a Restricted Party, from using a third party based outside of a Sanctioned Country which is or via is connected to a Restricted Party, or otherwise in breach of Sanctions applicable to you or us;
(iv) have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions;
(c) you:
(i) will at all times in connection with the activities envisaged under this Agreement, comply with Sanctions and you will not use the Services and/or the General Client Account for any activity which may breach Sanctions or expose us to breaching or other adverse or enforcement action under Sanctions, including without limiting the foregoing any activity or transaction with a Sanctioned Country or a Restricted Party;
(iiv) are not and in the past five years have not been subject to any investigation or enquiry into your compliance with Sanctions or any allegation of any breach of, or involvement in any breach of, Sanctions;
(dvi) have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions;
(c) you will immediately notify Ebury in the event that any of the representations and warranties in Clauses Clause 5.1(b) are or become incorrect providing such information as we may reasonably request to understand the nature of implications of such matters;
(d) you and each Authorised Party have and will maintain all required rights, powers, authority, permits, licences, consents, permissions and authorisations to enter into this Agreement, make use of the Services and to perform your obligations under this Agreement, you shall be liable for any instructions and actions carried out by an Authorised Party pursuant (acting within the limits of their authority as you have notified to us in accordance with the Application Form or this Agreement) as if you had given the instruction or carried out that action yourself and it is your responsibility to withdraw your authority from, or impose limits on, any Authorised Party;
(e) you shall be liable as a principal in respect of your obligations hereunder (including, without limitation, in respect of any Trades entered into with us);
(f) all of the information provided to us (including in the Application Form) from time to time, is true, accurate and complete in every material respect;
(g) you shall provide us with such accurately completed forms, documentation or other information as we may require from time to time to (i) fulfil or assist us with fulfilling our obligations under Applicable Laws; or (ii) determine whether we have any tax related obligations under Applicable Laws;
(h) you have the necessary experience and knowledge (a) to understand the risks involved in relation to any Trade entered into under or in connection with this Agreement and (b) in relation to foreign exchange markets, products and services;
(i) that any Forward Contract entered into by you is only (a) for non-speculative reasons and (b) to facilitate the payment by you of goods and/or services; and
(j) if you are a partnership, each partner shall be jointly and severally liable under this Agreement.
5.2 You acknowledge that we may rely on the representations, warranties and undertakings set out in this Agreement, including this Clause 5.2.
Appears in 1 contract
Samples: Relationship Agreement
Your Representations, Warranties and Undertakings. 5.1 4.1 You represent, warrant and undertake to us that as at the Ebury Markets Effective Date and on an ongoing basis:
(a) you will at all times comply with all Applicable Laws, any provision of your constitutional documents, documents and any order or judgment of any court or other agency applicable to you and you will not use the Services and/or the General Client Account for the purposes of (facilitation thereof included) money laundering, tax evasion, terrorist financing or any other illegal activitiesyou;
(b) neither you nor any of your parent, subsidiary, ultimate beneficial owner (holding at least 25% of interest), or Affiliate, as relevant, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Ebury Markets Agreement:
(i) I. are a Restricted Party;
(ii) II. in the past five years, have breached any Sanctions;
(iii) III. will transfer or receive any funds todirectly or indirectly to or from a Restricted Party, from using a third party based outside of a Sanctioned Country which is or via is connected to a Restricted Party, or otherwise in breach of Sanctions applicable to you or us;
(iv) have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions;
(c) you:
(i) IV. will at all times in connection with the activities envisaged under this Ebury Markets Agreement, comply with Sanctions and you will not use the Services and/or the General Client E-Money Account for any activity which may breach Sanctions or expose us to breaching or other adverse or enforcement action under Sanctions, including without limiting the foregoing any activity or transaction with a Sanctioned Country or a Restricted Party;
(ii) ; V. are not and in the past five years have not been subject to any investigation or enquiry into your compliance with Sanctions or any allegation of any breach of, or involvement in any breach of, Sanctions;
(d) you will immediately notify Ebury in the event that any of the representations and warranties in Clauses 5.1(b) and
Appears in 1 contract
Samples: Ebury Markets Agreement
Your Representations, Warranties and Undertakings. 5.1 6.1. You represent, warrant and undertake to us that as at the Effective Date and on an ongoing basis:
(a) You have full power, capacity and authority to enter into and perform your obligations under this Agreement or any transaction contemplated by this Agreement.
(b) If you are not a natural person, the person(s) signing this Agreement has been duly authorized to execute this Agreement on your behalf and you are duly organised, validly existing and in good standing under the laws of the jurisdiction of your incorporation.
(c) you will at all times comply with all Applicable Laws, any provision of your constitutional documents, any order or judgment of any court or other agency applicable to you and you will not use the Services and/or the General Client E-Money Account for the purposes of (facilitation thereof included) money laundering, tax evasion, terrorist financing or any other illegal activities;
(d) you and each Authorised Party have and will maintain all required rights, powers, authority, permits, licences, consents, permissions and authorisations to enter into this Agreement, make use of the Services and to perform your obligations under this Agreement;
(e) you shall be liable as a principal in respect of your obligations hereunder (including, without limitation, in respect of any Trades entered into with us);
(f) all of the information provided to us (including in the Application Form) from time to time, is true, accurate and complete in every material respect;
(g) you shall provide us with such accurately completed forms, documentation or other information as we may require from time to time to (i) fulfil or assist us with fulfilling our obligations under Applicable Law; or (ii) determine whether we have any tax related obligations under Applicable Laws;
(h) you have the necessary experience and knowledge (a) to understand the risks involved in relation to any Trade entered into under or in connection with this Agreement and (b) neither you nor any of your parentin relation to foreign exchange markets, subsidiary, ultimate beneficial owner (holding at least 25% of interest), or Affiliate, as relevant, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Agreement:products and services;
(i) are a Restricted Partythat any Forward Contract entered into by you is only (a) for non-speculative reasons and (b) to facilitate the payment by you of goods, services and/ or direct investments;
(iij) in the past five yearsif you are a partnership, have breached any Sanctions;each partner shall be jointly and severally liable under this Agreement; and
(iiik) will transfer or receive any funds toIf you, from or via a Restricted Party, or otherwise in breach of Sanctions applicable to you or us;
(iv) have had any transactions or services declined by any bank or other service provider in as the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions;
(c) you:
(i) will at all times in connection with the activities envisaged Customer under this Agreement, comply with Sanctions is more than one person your obligations under this Agreement shall be joint and you will not use the Services and/or the General Client Account for any activity which may breach Sanctions or expose us to breaching or other adverse or enforcement action under Sanctions, including without limiting the foregoing any activity or transaction with a Sanctioned Country or a Restricted Party;
(ii) are not and in the past five years have not been subject to any investigation or enquiry into your compliance with Sanctions or any allegation several obligations of any breach of, or involvement in any breach of, Sanctions;
(d) you will immediately notify Ebury in the event that any of the representations and warranties in Clauses 5.1(b) andall such persons.
Appears in 1 contract
Samples: Ebury Relationship Agreement
Your Representations, Warranties and Undertakings. 5.1 You represent, warrant and undertake to us that as at the Effective Date and on an ongoing basis:
(a) you will at all times comply with all Applicable Laws, any provision of your constitutional documents, any order or judgment of any court or other agency applicable to you and you will not use the Services and/or the General Segregated Client Account Accounts for the purposes of (facilitation thereof included) money laundering, tax evasion, terrorist financing or any other illegal activities;
(b) neither you nor any of your parent, subsidiary, ultimate beneficial owner (holding at least 25% of interest), or Affiliate, as relevant, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Agreement:
(i) are a Restricted Party;
(ii) in the past five years, have breached any Sanctions;
(iii) will transfer or receive any funds to, from or via a Restricted Party, or otherwise in breach of Sanctions applicable to you or us;
(iv) have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions;
(c) you:
(i) will at all times in connection with the activities envisaged under this Agreement, comply with Sanctions and you will not use the Services and/or the General Segregated Client Account for any activity which may breach Sanctions or expose us to breaching or other adverse or enforcement action under Sanctions, including without limiting the foregoing any activity or transaction with a Sanctioned Country or a Restricted Party;
(ii) are not and in the past five years have not been subject to any investigation or enquiry into your compliance with Sanctions or any allegation of any breach of, or involvement in any breach of, Sanctions;
(d) you will immediately notify Ebury in the event that any of the representations and warranties in Clauses 5.1(b) and (c) are or become incorrect providing such information as we may reasonably request to understand the nature of implications of such matters;
(e) you and each Authorised Party have and will maintain all required rights, powers, authority, permits, licences, consents, permissions and authorisations to enter into this Agreement, make use of the Services and to perform your obligations under this Agreement, you shall be liable for any instructions and actions carried out by an Authorised Party pursuant to this Agreement (acting within the limits of their authority as you have notified to us) as if you had given the instruction or carried out that action yourself and it is your responsibility to withdraw your authority from, or impose limits on, any Authorised Party;
(f) you shall be liable as a principal in respect of your obligations hereunder (including, without limitation, in respect of any Transfers and Trades entered into with us);
(g) all of the information provided to us from time to time, is true, accurate and complete in every material respect;
(h) you shall provide us with such accurately completed forms, documentation or other information as we may require from time to time to (i) fulfil or assist us with fulfilling our obligations under Applicable Laws; or (ii) determine whether we have any tax related obligations under Applicable Laws;
(i) you have the necessary experience and knowledge (a) to understand the risks involved in relation to any Trade entered into under or in connection with this Agreement and (b) in relation to foreign exchange markets, products and services;
(j) that any Forward Contract entered into by you is only (a) for non-speculative reasons and (b) to facilitate the payment by you of goods, services and/ or direct investments; and
(k) if you are a partnership, each partner shall be jointly and severally liable under this Agreement.
Appears in 1 contract
Samples: Relationship Agreement
Your Representations, Warranties and Undertakings. 5.1 You represent, warrant and undertake to us that as at the Effective Date and on an ongoing basis:
(a) you will at all times comply with all Applicable Laws, any provision of your constitutional documents, any order or judgment of any court or other agency applicable to you and you will not use the Services and/or the General Client Account for the purposes of (facilitation thereof included) money laundering, tax evasion, terrorist financing or any other illegal activities;
(b) neither you nor any of your parent, subsidiary, ultimate beneficial owner (holding at least 25% of interest), or Affiliate, as relevant, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Agreement:
(i) are a Restricted Party;
(ii) in the past five years, have breached any Sanctions;
(iii) will transfer or receive any funds to, from or via a Restricted Party, or otherwise in breach of Sanctions applicable to you or us;
(iv) have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that to perform such transaction or provide such services would breach or create exposure to enforcement or other adverse action under Sanctions;
(c) you:
(i) will at all times in connection with the activities envisaged under this Agreement, comply with Sanctions and you will not use the Services and/or the General Client Account for any activity which may breach Sanctions or expose us to breaching or other adverse or enforcement action under Sanctions, including without limiting the foregoing any activity or transaction with a Sanctioned Country or a Restricted Party;
(ii) are not and in the past five years have not been subject to any investigation or enquiry into your compliance with Sanctions or any allegation of any breach of, or involvement in any breach of, Sanctions;
(d) you will immediately notify Ebury in the event that any of the representations and warranties in Clauses 5.1(b) and
Appears in 1 contract
Samples: Relationship Agreement
