Client’s Representations and Warranties. Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.
Client’s Representations and Warranties. 6.1 The Client represents and warrants to Doo Prime, and agree that each such representation and warranty is deemed repeated each time the Client open or close a Transaction by reference to the circumstances prevailing at such time, that:
(a) the Client is an individual of sound mind, legal age and legal competence, or if the Client is a corporate body, the Client warrants that he is legally incorporated and the authorised representative shall have full authority in dealing with the Account;
(b) the Client has obtained all corporate, governmental, regulatory and other consents or approvals necessary for the execution, delivery and performance of this Agreement;
(c) the Client has full power and lawful authority to execute, deliver and perform this Agreement;
(d) no winding-up petition has been presented, no order of court has been made, no bankruptcy action has been initiated against the Client, no resolution has been passed for the winding-up of the Client or for the appointment of liquidator or a provisional liquidator of the Client;
(e) the Client is not a politically exposed person, close associate of politically exposed person, non-government organisation, or embassy;
(f) the Client has no businesses in defence, military, atomic power, adult entertainment, marijuana, gambling;
(g) the information provided to Doo Prime in the Client’s application form and at any time thereafter is true and accurate;
(h) the Client is duly authorised to execute and deliver this Agreement, to enter into each Transaction and to perform the Client’s obligation hereunder and has taken all necessary action to authorise such execution, delivery and performance;
(i) the Client will enter into this Agreement and each Transaction as principal unless the Client has informed Doo Prime otherwise in writing or the Client is acting in accordance with a power of attorney;
(j) any persons representing the Client in executing a Transaction or authorised to execute a Transaction will have been duly authorised;
(k) execution of this Agreement and each Transaction will not violate any Applicable Statutes And Regulations, law, statutes or regulations applicable to the Client;
(l) the Client is not entering this Agreement under duress or otherwise persuaded or forced to enter this Agreement;
(m) this Agreement, each Transaction and obligations created herein are legally binding and enforceable against the Client;
(n) the Client undertakes to notify Doo Prime as soon as reasonably practicable...
Client’s Representations and Warranties. In addition to the obligations arising under this Agreement and as a condition of and in consideration of Client accessing the Custodial Services, Client represents and warrants the following:
(i) Client operates, to Client’s best knowledge, in material compliance with all applicable laws, rules, and regulations in each jurisdiction in which Client operates, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including, but not limited to, U.S. efforts to fight the funding of terrorism and money laundering, and USA PATRIOT Act and Bank Secrecy Act requirements. Client further understands that any fines or penalties imposed on Trust Company as a result of a violation by Client of any applicable securities regulation or law may, at Trust Company’s discretion, be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Trust Company of such fines;
(ii) To its best knowledge, Client is currently in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business and Client will immediately notify Trust Company if Client ceases to be in good standing with any regulatory authority;
(iii) Client will reasonably cooperate with Trust Company to provide information as Trust Company may reasonably request from time to time regarding (a) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Trust Company in its reasonable discretion, and (b) any transaction which involves the use of the Custodial Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;
(iv) Client will not deposit to a Custodial Account any Digital Asset that is not supported by the Custodial Services;
(v) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions;
(vi) Subject to Section 4.1.2, Client will not make any public statement, including any press release, media release, or blog post which mentions or refers to Trust Company or a partnership between Client and Trust Company, without the prior written consent of Trust C...
Client’s Representations and Warranties. Client represents and warrants to Appraiser that (1) Client has all right, power and authority to enter into this Agreement; (2) Client’s duties and obligations under this Agreement do not conflict with any other duties or obligations assumed by Client under any agreement between Client and any other party; and (3) Client has not engaged Appraiser, nor will Client use Appraiser’s Appraisal Report, for any purposes that violate any federal, state or local law, regulation or ordinance or common law.
Client’s Representations and Warranties. 4.1 The Client represents and warrants and agrees to and with the Manager as follows:
4.1.1 In the case the Client is a legal person, the Client has the requisite legal capacity and authority to execute, deliver and perform its obligations under this Agreement;
4.1.2 This Agreement has been duly authorized, executed and delivered by the Client and is the legal, valid and binding agreement of the Client, enforceable against the Client in accordance with its terms;
4.1.3 The Client's execution of this Agreement and the performance of the Client’s obligations hereunder do not conflict with or violate any obligations by which the Client is bound, whether arising by contract, operation of law or otherwise and where the Client is a legal person, any of its constitutional documents;
4.1.4 The Client will deliver to the Manager evidence of the Client's authority and compliance with its constitutional documents on the Manager's request;
4.1.5 All funds constituting the Investment Amount which will/have been transferred to the Manager in accordance with this Agreement and in particular Schedule 1 are the property of the Client and the Investment Amount is not directly or indirectly connected to any criminal acts or activities.
Client’s Representations and Warranties. 13.1 The Client represents and warrants for so long the Client maintains the Securities Account with EISHK and on the giving of each instruction to EISHK in relation to a Transaction in Securities that:-
(a) the Client will be the ultimate originator of all Transactions in Securities and is dealing on its own account as beneficial owner of the relevant Securities and the Securities Account and that no one other than the Client has any interest in the Securities in or held for the Securities Account save that where the Securities Account is opened by the Client acting as an agent, and the same is disclosed in the Account Opening Form, the Client shall not be taken to warrant or represent that it is the beneficial owner and shall in lieu represent and warrant that the beneficial owner is as advised in the Account Opening Form;
(b) the information provided in the Account Opening Form is true and correct;
(c) the Client has or will have good and unencumbered title as beneficial owner to all Securities which the Client instructs EISHK to sell or otherwise dispose of for the Securities Account in accordance with these Terms save that where the Securities Account is opened by the Client acting as an agent and the same is disclosed in the Account Opening Form, the Client shall not be taken to warrant or represent it is the beneficial owner, but instead that the beneficial owner is as advised in the Account Opening Form;
(d) all necessary consents or authorizations which may be required for the signing of these Terms and for the carrying out of any Transaction in Securities on any Market have been obtained and are in full force and effect;
(e) the Client has the authority and power and legal capacity to open the Securities Account and to perform its obligations under these Terms and these Terms constitute valid and legally binding obligations of the Client; and
(f) the Client is not a U.S. person and will not acquire or hold Securities beneficially owned by or for a U.S. person or in violation of any applicable law.
13.2 The Client represents and warrants that the information provided in any completed Account Opening Form is complete and accurate and that EISHK may rely on information provided in the Account Opening Form until EISHK has received written notice from the Client of any changes therein. The Client shall promptly notify EISHK in writing of any material changes in the information provided pursuant to these Terms or any agreement entered into pursuant to ...
Client’s Representations and Warranties. The Client hereby represents and warrants that it has full power and authority to enter into this Agreement, and to perform all of its obligations hereunder, and more specifically and without limitation:
(a) to grant to the Custodian the powers and authorities granted to it pursuant to this Agreement, including all powers and authorities in respect of each of the Funds and any Property credited thereto;
(b) to authorize the Custodian to establish one or more bank accounts in the name of each of the Funds with the Custodian;
(c) to give Directions in relation to the safekeeping and custody of the Property, and to authorize others to do so where applicable, all in accordance with Section 2; and
(d) that it has obtained all of the necessary authorizations, including, if applicable, authorization by each of the Funds to enter into this Agreement on each Fund's behalf.
Client’s Representations and Warranties. Client represents and warrants to Factor that:
(a) Client is the sole owner and holder of each and every Account and all related Rights, and, upon Factor’s purchase of any Account, Factor shall become the sole owner and holder of such Account and its related Rights; and each Account is free and clear of all liens, encumbrances, charges, security interests, rights to purchase, or other claims of any kind or nature, and none of such Accounts have been previously sold or assigned to any person or entity;
(b) There are no financing statements now on file in any public office governing any property of Client of any kind, real or personal, in which Client is named in or has signed as the debtor, except the financing statement or statements filed or to be filed with respect to this Agreement, or those statements now on file that have been disclosed in writing by Client to Factor. Client will not execute any financing statement in favor of any other person or entity, except Factor, during the term of this Agreement;
(c) The full amount of each Account is due and owing to Client, and each Account is an accurate statement of a bona fide sale and delivery by Client and acceptance by an Account Debtor of merchandise or services. Each Account is due and payable within 30 days or less, and is not contingent upon the fulfillment by Client of any further performance of any nature;
(d) The application (“Application”) made by Client in connection with this Agreement, and the statements made in such Application are true and correct as of the time that this Agreement is executed;
(e) There are no actions, suits, proceedings, attachment proceedings, orders, or arbitration proceedings, pending or threatened, at law or in equity, against Client or any affiliate of Client or affecting the Accounts, before any federal, state, municipal or other governmental court, department, commission, board, agency or instrumentality. Client will immediately notify Factor if any matter described in the preceding sentence arises; and
(f) Client is a corporation duly organized, validly existing and in good standing under the laws of Nevada. This Agreement and transactions contemplated hereby have been duly authorized by all necessary action by Client.
Client’s Representations and Warranties. Client represents and warranties to CTL as follows:
Client’s Representations and Warranties. 35.1. The Client gives each declaration and warrant provided in art. 35.2 in favor of BCR, to completing any other declarations and warrantees given by him within any Convention, considering that BCR concluded the Contractual Documentation essentially based on each of such declarations and warrantees.
35.2. The Client declares and warrants BCR that:
35.2.1. he has the capacity of use and exercise as resulted from the Contractual Documentation, being able to contract the Banking Services making the object of Contractual Documentation, to grant guarantees and adequately assume and meet all obligations according to the Contractual Documentation;
35.2.2. he has obtained all the approvals from all the competent authorities and took all the necessary or required measures according to the laws and regulations of Romania to conclude the Contractual Documentation and to adequately meet his obligations derived from it;
35.2.3. the obligations provided to be assumed based on the Contractual Documentation are committing the Client’s accountability and can be foreclosed;
35.2.4. neither the Contractual Documentation and not the compliance with any of its provisions are violating any law, regulation, court decision or of other nature, administrative order or of another kind applicable to the Client, respectively any contract, accord or document legally committing the Client or any of his possessions;
35.2.5. all information the Client supplied to BCR are true, complete and correct at the date they were provided and are not of a deceiving nature in any way;
35.2.6. there is no litigation in the courts of law or arbitrage or any administrative procedure in progress or pending and that there is no compensation request or dispute which might affect the Client’s capacity to meet the obligations assumed by the Contractual Documentation.
35.3. The representations and warrantees above will be regarded as given by the Client when concluding in the future any Convention with BCR, except for the case when he notifies BCR otherwise.
