REPRESENTATIONS REGARDING AUTHORIZATION Clause Samples
The "Representations Regarding Authorization" clause requires each party to affirm that it has the legal authority and necessary approvals to enter into and perform its obligations under the agreement. In practice, this means that the individuals signing the contract on behalf of a company or organization confirm they have been properly empowered, such as through board resolutions or internal policies. This clause helps prevent disputes over whether a party was properly authorized to bind itself, thereby ensuring the enforceability of the contract and reducing the risk of later challenges to its validity.
REPRESENTATIONS REGARDING AUTHORIZATION. Merchant represents and warrants with respect to all Entries originated by Merchant and processed by BASE COMMERCE for Merchant that (1) each Receiver has authorized the debiting and or crediting of its account, (2) each Entry is for an amount agreed to by the Receiver, and (3) each Entry is in all other respects properly authorized. In addition to all other indemnity obligations contained elsewhere in this Agreement, Merchant agrees to defend, indemnify and hold harmless BASE COMMERCE for any claims, losses, liabilities, costs or expenses suffered or incurred (including attorneys’ fees and costs) relating to, arising out of or involving any breach of these representations and warranties or unauthorized Entries. These representations and warranties by Merchant shall survive termination of the Agreement. Merchant acknowledges and agrees that, from time to time, another person or entity may submit or modify transactions on behalf of the Merchant, including, without limitation, owners, principals, employees, officers, accountants or other designated third parties. Such a person or entity is referred to herein as a “Merchant Administrator.” Merchant expressly agrees that BASE COMMERCE is also considered a Merchant Administrator. Merchant agrees that all actions of a Merchant Administrator will be deemed to be actions by Merchant under this Agreement, and Merchant accepts full responsibility and liability for any and all acts and/or omissions of a Merchant Administrator, including, but not limited to, acts of negligence (whether active, passive or gross negligence) and intentional or fraudulent acts.
REPRESENTATIONS REGARDING AUTHORIZATION. Merchant represents and warrants with respect to all Entries originated by Merchant and processed by CHECK COMMERCE for Merchant that (1) each Receiver has authorized the debiting and or crediting of its account, (2) each Entry is for an amount agreed to by the Receiver, and (3) each Entry is in all other respects properly authorized. In addition to all other indemnity obligations contained elsewhere in this Agreement, Merchant agrees to defend, indemnify and hold harmless CHECK COMMERCE for any claims, losses, liabilities, costs or expenses suffered or incurred (including
REPRESENTATIONS REGARDING AUTHORIZATION. Merchant represents and warrants with respect to all Entries originated by Merchant and processed by BASE COMMERCE for Merchant that (1) each Receiver has authorized the debiting and or crediting of its account, (2) each Entry is for an amount agreed to by the Receiver, and (3) each Entry is in all other respects properly authorized.
REPRESENTATIONS REGARDING AUTHORIZATION. Merchant represents and warrants with respect to all Entries and Payment Instructions originated by Merchant and processed by Nuvei for Merchant that (i) each Receiver has authorized the debiting and/or crediting of its account, (ii) each Entry is for an amount agreed to by the Receiver, (iii) each Entry is in all other respects properly authorized and each Receiver has been authenticated (iv) prior to transmitting Receiver information to Nuvei, Merchant will provide all reasonably necessary disclosures and/or obtain all reasonably necessary consents from each Receiver regarding the intended disclosures and uses of the Receiver’s personal data. In addition to all other indemnity obligations contained elsewhere in this Agreement, ▇▇▇▇▇▇▇▇ agrees to defend, indemnify and hold harmless Nuvei for any claims, losses, liabilities, costs or expenses suffered or incurred (including reasonable attorneys’ fees and costs) relating to, arising out of or involving any breach of these representations and warranties or unauthorized Entries. These representations and warranties by Merchant shall survive termination of the Agreement.