Representations and Warranties by You. You represent and warrant that:
2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation.
2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies.
2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.
2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make ever...
Representations and Warranties by You. You represent and warrant that:
2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation.
Representations and Warranties by You. 11.1 You represent and warrant that:
(a) by entering into this Agreement, you are not currently and will not be in breach of any Relevant Law or any obligation owed to any Person; and
(b) where applicable, you are duly authorised to enter into this Agreement and the obligations under this Agreement are valid, binding and enforceable in accordance with its terms; and
(c) if You are an incorporated body, you validly exist under the laws of Your place of incorporation and have the power and authority to carry on Your business as that business is now being conducted and using any name under which that business is being conducted; and
(d) if You, a Related Body Corporate or any officer, employee or agent of You or a Related Body Corporate has at any time been listed on a database of terminated merchants maintained by any Card Scheme or have otherwise had merchant services terminated by another acquiring bank, you have disclosed that fact to PayFac.
11.2 The representations and warranties set out in this clause will be deemed to be repeated each day after the date You enter into this Agreement.
Representations and Warranties by You. You represent and warrant that:
Representations and Warranties by You. By making an application for a Domain Name, you represent and warrant to us that:
(a) to the best of your knowledge and belief, the Domain Name you are applying for will not infringe or otherwise violate the legal rights of any third party;
(b) you intend to use the Domain Name;
(c) your use of the Domain Name shall be bona fide for your own benefit and shall be for lawful purposes;
(d) you will not knowingly use the Domain Name in violation of any applicable laws and regulations;
(e) all information you or your Agent provides to us, including further additions or alterations to such information, is true, complete and accurate; and
(f) in the event that you receive notification of any claim, action or demand arising out of or related to the registration or use of the Domain Name, you will immediately send us a written notice notifying us of such claim, action or demand. We rely on all representations made and warranties given by you in determining if your application for a Domain Name should be approved.
Representations and Warranties by You. You acknowledge that the Use of the Licensed Offerings may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard ("Laws and Standards"). You shall be exclusively responsible for and warrant that You will (i) fully comply with all Laws and Standards relating to the export control of the Licensed Offerings, as further detailed in Section 11.2, (ii) ensure compliance with all Laws and Standards associated with Your (intended or effective) Use of the Licensed Offerings and (iii) obtain all necessary approvals, permits or clearances for such Use.
Representations and Warranties by You. By accepting these Terms you hereby represent, warrant and acknowledge that:
a. You are the age of legal majority under applicable law;
b. You are creating and submitting Artist Material in your country of residence as indicated in the information you provide to Ubisoft;
c. You will abide by and comply with the Terms, including without limitation, the Script Submission Terms provided by Ubisoft;
d. You will abide by and comply with any applicable third party terms and conditions, including, without limitation, any Google Inc. or its affiliates’ terms of use with respect to your use of any YouTube and/or Google account controlled by you, in connection with your use of this Online Portal or as part of the Fellowship Program;
e. You are solely responsible for the security of your social channel accounts, including without limitation YouTube, Google, and Dropbox accounts, and the activities thereon, in connection with your use of this Online Portal or as part of the Fellowship Program;
f. Your acceptance of this Agreement and performance of your obligations herein are not in conflict with any contract, agreement or other instrument to which you are bound;
g. You agree that your participation in and actions in connection with the Online Portal, the Fellowship Program, and any Artist Material will not violate any law, regulation, contract, intellectual property right or other third-party right or constitute a criminal action or tort, and that you are solely responsible for your conduct in connection with the Online Portal and Fellowship Program
Representations and Warranties by You. You represent and warrant to us that: (i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Authorized Content, including all musical compositions embodied in Your Authorized Content, and that you are authorized to provide Your Authorized Content to us for the uses specified in this Sync Distribution Addendum; (ii) If you are acting on behalf of an artist, band, group or corporation, you represent and warrant that you are fully authorized to enter into this Sync Distribution Addendum on behalf of such artist, band, group, or corporation and to grant all rights and assume and fulfill all of the obligations, covenants, representations and warranties set forth in this Sync Distribution Addendum; (iii) you own or control all of the necessary rights in Your Authorized Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Authorized Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Authorized Content) as contemplated by this Sync Distribution Addendum; (iv) the use or other exploitation of Your Authorized Content by us, or by Licensees, or by any customers of Licensees, all as contemplated and authorized by this Sync Distribution Addendum, will not infringe or violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (v) no rights in or to any of Your Authorized Content have been assigned or otherwise provided to any third party that obtained exclusive rights; and (vi) no fees or payments of any kind shall be payable to any third party for the use of Your Authorized Content as contemplated by this Sync Distribution Addendum.
Representations and Warranties by You. You represent and warrant that:
2.1.1 You are a company duly organized and in good standing under the laws of your state of incorporation.
2.1.2 This section 2.
Representations and Warranties by You. You represent and warrant to G2 that: (a) Your Content will be true and complete, (b) neither Your Content nor Your Data contain any material which violates G2’s content guidelines or which is otherwise unlawful, defamatory, or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights), or which may encourage a criminal offense or otherwise give rise to civil liability, or which contains any Malicious Code, (c) You and Your Users will comply with all applicable laws and regulations (including all applicable privacy / data protection laws and regulations and laws related to Promotions) and (d) You will ensure that You have all necessary and appropriate consents and notices in place to enable lawful transfer and processing of personal data (as defined under data protection laws). “Promotions” are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Offerings by You or Your Users. G2 reserves the right, at its sole discretion, to reject or remove Your Content or any other information or materials posted by You on or through the Site or to alter such information or materials to conform to technical specifications for the Site and/or to comply with applicable law. You further represent and warrant to G2 that You will not, and will not authorize or induce any other party, to: (i) generate automated, fraudulent, or otherwise invalid reviews, questions, comments, lead conversions, clicks, or other actions with regard to the Site; (ii) use any automated means or form of scraping or data extraction to access, query, or otherwise collect G2 Content or other data, content, or reviews from the Site, except as expressly permitted by G2; or (iii) use any G2 trade or service marks in any manner without G2’s prior written consent.
