Representations and Warranties of Client. Client represents and warrants to Agency as follows:
A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense.
B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge.
C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.
Representations and Warranties of Client. Client represents and warrants that:
a) Client will cooperate fully and timely with Vero to enable Vero to perform the Services that may be rendered hereunder;
b) Client has full power and authority to enter into this Agreement;
c) The performance by Client of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provision(s) of the organizational or corporate governance documents of Client or any contractual obligation by which Client may be bound; and
d) All information supplied to Vero by Client, shall be true and accurate and complete in all material respects, to the best of Client's knowledge.
Representations and Warranties of Client. Client hereby represents and warrants to Consultant that:
Representations and Warranties of Client. Client represents and warrants to Consultant that:
Representations and Warranties of Client. Client represents and warrants to Consultant that:
(A) Corporate Existence. Client is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to own property and carry on its business as it is now being conducted.
Representations and Warranties of Client. The Client represents that all information included in the Information Package furnished to CRG shall disclose all material facts and shall not omit any facts necessary to make statements made on behalf of the Client not misleading.
Representations and Warranties of Client. You represent and warrant to us as follows and acknowledge that we are relying upon such representations in entering into this Agreement with you:
Representations and Warranties of Client. Client represents and warrants as follows:
Representations and Warranties of Client. The Client represents and warrants to the Trading Member that:
11.1 All the information provided and statements made in the Client’s ITORS Account Application are true and correct and are not misleading (whether by reason of omission to state a material fact or otherwise) and the Client is aware that the Trading Member has agreed to provide the Trading Member’s ITORS Service to the Client on the basis, inter alia, of the statements made in the Client’s ITORS Account Application.
11.2 The Client is aware and acknowledges that trading over the internet involves many uncertain factors and complex hardware, software, systems, communication lines, peripherals, etc. which are susceptible to interruptions and dislocations; and the Trading Member’s ITORS Service may at any time be unavailable without further notice. The Trading Member and the Exchange do not make any representation or warranty that the Trading Member’s ITORS Service will be available to the Client at all times without any interruption. The Client agrees that he shall not have any claim against the Exchange or the Trading Member on account of any suspension, interruption, non-availability or malfunctioning of the Trading Member’s ITORS System or Service or the Exchange’s service or systems for any reason whatsoever.
11.3 The Client has the required legal capacity to, and is authorized to, enter into this Agreement and is capable of performing his obligations and undertakings hereunder.
11.4 All actions required to be taken to ensure compliance of all the transactions, which the Client may enter into pursuant to this Agreement with all applicable laws, shall be completed by the Client prior to such transaction being entered into.
11.5 The Client shall abide by the Exchange Provisions and the terms of the Trading
11.6 Any instructions given by an authorized representative of the Client to the Trading
Representations and Warranties of Client. Client represents, warrants and covenants to Mellon that:
(a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable;
(b) the Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration;
(c) Client has paid or caused to be paid all taxes, if any, which were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof;
(d) The execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under the charter or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction or result in a material breach of, or constitute a material default under, any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and
(e) Client agrees to provide the documentation and notifications listed in EXHIBIT C hereto; and Client further agrees to deliver an opinion of counsel as provided in EXHIBIT C, Section 7(a) and (b) upon any future original issuance of Shares for which Mellon will act as transfer agent hereunder
