Participants Representations Warranties and Covenants Sample Clauses

Participants Representations Warranties and Covenants. Participant hereby represents, warrants and covenants as follows: a) The ICE SDR Service, the System and ICE Trade Vault Information (as defined below) are the exclusive proprietary property of ICE Trade Vault constituting trade secrets. For purposes of this Agreement, “ICE Trade Vault Information” means all information and content displayed or distributed on the System or as part of the ICE SDR Service or derived therefrom, but for purposes of this Section 3(a) excludes data submitted to the ICE SDR Service by Participant or on Participant’s behalf (“ICE SDR Service Data”). Participant has been granted a limited license to use the System, the ICE SDR Service and the ICE Trade Vault Information solely for the purposes set forth herein and Participant will have no other rights with respect to the System, the ICE SDR Service or the ICE Trade Vault Information. Without limitation of the foregoing, Participant will access and utilize the System, the ICE SDR Service and the ICE Trade Vault Information solely for its own internal business activities in accordance with the ICE Trade Vault Terms. In accordance with the foregoing, Participant will not provide access to the System, the ICE SDR Service or the ICE Trade Vault Information to any third party unless such third party is an affiliate of Participant or an ICE Trade Vault approved Authorized Agent as provided in Section 4 below. Participant agrees that it will not copy, modify, reverse engineer, reverse assemble or reverse compile the System, the ICE SDR Service or any of the ICE Trade Vault Information displayed on the System; and that it will not distribute, rent, sell, retransmit, redistribute, release or license the System, the ICE SDR Service or any ICE Trade Vault Information, or any part thereof to any third party (other than to its affiliates and agents subject to and in accordance with this ICE Trade Vault Agreement). Participant further agrees that it will not, without limitation (other than for its own internal use in accordance with this ICE Trade Vault Agreement), communicate, redistribute, or otherwise furnish, or permit to be communicated, redistributed or otherwise furnished, all or any portion of the ICE Trade Vault Information, in any format, to any

Participants Representations Warranties and Covenants. Participant hereby represents, warrants and covenants as follows: a) Participant has all necessary power and authority to execute, deliver and perform its obligations and the obligations of each party for which Participant is acting under this Agreement and the Rules, and acknowledges that this Agreement and the Rules constitute a legal, valid and binding agreement, enforceable against Participant, in accordance with its terms. Participant has obtained such authorizations and approvals and has entered into such agreements as are necessary to permit the Participant to perform its obligations under this Agreement. Neither the execution, delivery of, nor performance under this Agreement by Participant violates applicable law, or any agreement, document or instrument, binding on or applicable to Participant. b) Participant acknowledges and accepts that it shall be solely responsible for its own fees, costs or expenses associated with effecting Transactions on or otherwise utilizing the Exchange for the purpose of receiving the Exchange Services. c) Participant will ensure that (i) customers (whether or not Members of IFUS), (ii) officers, employees, agents and other representatives (whether or not registered with IFUS) of the Participant, including its Responsible Individuals, and (iii) officers, employees, agents and other representatives (whether or not registered with IFUS) of Affiliates of the Participant, are made aware (to the extent necessary) of the terms of the Agreement and that all relevant rights and obligations are reflected in the Participant's contractual relationship with such third parties (to the extent appropriate), as if they were parties to this Agreement. d) Participant agrees to be bound by, and comply in all respects with all applicable provisions of law. e) Participant shall arbitrate in accordance with Chapter 20 of the Rules any dispute involving an order for a Commodity Contract or a Transaction. f) Participant shall make available to the regulatory body with authority (“Regulatory Authority”) within the jurisdiction in which the Participant, any Responsible Individual of the Participant, or customer, might be incorporated, registered or operating its business, at the request of IFUS, such information, including data generated by the Exchange specifying the details of Transactions by Participant ( whether on its own behalf or on behalf of customers) (“Transaction Data”) as such Regulatory Authority may request to be provided by IFUS...

Participants Representations Warranties and Covenants. Participant hereby represents, warrants and covenants as follows: Formatted: Font: Arial, 9 pt

Participants Representations Warranties and Covenants. Participant hereby represents, warrants and covenants as follows: a) The ICE Trade Vault Services, the System and ICE Trade Vault Information (as defined below) are the exclusive proprietary property of ICE Trade Vault constituting trade secrets. For purposes of this Agreement, “ICE Trade Vault Information” means all information and content displayed or distributed on the System or as part of the ICE Trade Vault Services or derived therefrom, but for purposes of this Section 3(a) excludes Trade Confirmation data and Broker Confirmation data submitted to the ICE eConfirm Service by Participant (collectively, the “ICE eConfirm Service Data”) and data submitted to the ICE SDR Service by Participant or on Participant’s behalf (“ICE SDR Service Data”). Participant has been granted a limited license to use the System, the ICE Trade Vault Services and the ICE Trade Vault Information solely for the purposes set forth herein and Participant will have no other rights with respect to the System, the ICE Trade Vault Services or the ICE Trade Vault Information. Without limitation of the foregoing, Participant will access and utilize the System, the ICE Trade Vault Services and the ICE Trade Vault Information solely for its own internal business activities in accordance with the ICE Trade Vault Terms. In accordance with the foregoing, Participant will not provide access to the System, the ICE Trade Vault Services or the ICE Trade Vault Information to any third party unless such third party is an affiliate of Participant or an ICE Trade Vault approved Authorized Agent as provided in Section 4 below. Participant agrees that it will not copy, modify, reverse engineer, reverse assemble or reverse

Participants Representations Warranties and Covenants a. Participant represents and warrants to ICE Trade Vault that, where applicable, Participant has been duly granted authority enabling it to act on each client’s behalf pursuant to this Annex E, and has full power and legal authority, on each client’s behalf and for each client’s account, to use the ETD UK EMIR Trade Reporting Service and to accept this Annex E.

Participants Representations Warranties and Covenants. Section 3(k) of the ICE European TR Agreement shall be deleted in its entirety and replaced with the following: “Participant represents that any ACER Data submitted to the ICE Europe RRM Service by Participant or on Participant’s behalf has been submitted in compliance with Applicable Law and that Participant has used due care to ensure the completeness, accuracy and timely submission of such ACER Data. Participant further agrees that it will report any errors or omissions in respect of the ACER Data as soon as practicable after discovery of any such error or omission in accordance with the ICE Trade Vault Europe TR Rulebook”.

Participants Representations Warranties and Covenants. Participant hereby represents, warrants and covenants as follows: a) Participant agrees to be bound by the ICE Trade Vault SBSDR Guidebook, as amended from time to time, together with this ICE Trade Vault Agreement for purposes of the ICE SBSDR Service.

Participants Representations Warranties and Covenants