Your Representations and Warranties Clause Samples
The "Your Representations and Warranties" clause requires one party, typically the customer or contracting party, to formally affirm certain facts and assurances about themselves or their business. This may include confirming their legal authority to enter into the agreement, the accuracy of information provided, and compliance with relevant laws. By including this clause, the agreement ensures that the other party can rely on these statements as true, thereby reducing the risk of misrepresentation and providing a basis for recourse if any of the representations prove to be false.
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Your Representations and Warranties. You represent and warrant the following with respect to each Check Image that you transmit through the Service:
i. You have the legal right to accept the Original Check for deposit and negotiation to your account, and the Check Image is of an Eligible Check.
ii. The Check Image that you transmit accurately represents all of the information on the front and back of the Original Check, including (without limitation) all endorsements, at the time of transmission.
iii. You have not taken any action that would obscure, alter, or impair the capture or transmission of information on the front or back of the Original Check or that otherwise may prevent us or another bank from capturing or processing such information.
iv. You make all warranties that would otherwise apply to the Original Check if it had been a paper item deposited with us. For example, you warrant that the Original Check has not been altered and that you have a right to enforce the Original Check.
v. You make all encoding, transfer, presentment, and other warranties that we or any correspondent bank we use are deemed to provide to others (e.g., as a reconverting bank) under any law, regulation, operating circular, clearinghouse rule, or image exchange network rule or agreement to which we or they are a party.
vi. No Original Check will be presented for deposit or payment more than once. You have not previously cashed, deposited or transferred the Original Check, any image of the Original Check or any substitute check for the Original Check.
vii. The Original Check is not otherwise prohibited by this Agreement.
viii. You will only use the Service for lawful purposes and in compliance with the online instructions and applicable law.
ix. You will not submit files containing malicious code.
x. No person will receive a transfer, presentment or return of, or otherwise be charged for the Check Image, the Original Check, or a paper or electronic representation of the Original Check such that the person will be asked to make a payment based on an item that it has already paid.
xi. You will not modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the technology or Service, copy or reproduce all or any part of the technology or Service; or interfere, or attempt to interfere, with the technology or Service. We and our technology partners retain all rights, title and interests in and to the Services and software made available to you.
Your Representations and Warranties. By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.
Your Representations and Warranties. Before using the Website, Service and Information, you represent and warrant, as of the date hereof, and while this Agreement remains in effect, the following: (a) you have full right, power, capacity and authority to enter into this Agreement and perform your obligations hereunder; (b) this Agreement and the obligations hereunder are legal, valid and binding on you and enforceable against you in accordance herewith; (c) if you are a corporation, limited liability company or other legal entity, such entity is duly organized and in good standing in the jurisdiction in which it is organized and every state or jurisdiction in which it does business; (d) except as disclosed in writing to TT4P, no other person or entity has a legal interest in this Agreement and you are acting solely as a principal and not an agent; (e) you may access the Website, Service and Information and in doing so do not violate the laws of any jurisdiction; (f) any information you provide to TT4P is true, complete and accurate in all material respect and you shall promptly notify TT4P of any changes to such information; (h) no Event of Default, as defined below, has occurred with respect to you and no Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; (i) you are a sophisticated investor that, acting alone or in concert with its advisors, has a full understanding of all the terms, conditions, potential losses and risks, whether financial, emotional or otherwise, of making investments and trading decisions and is capable of assuming and willing to assume those potential losses and risks; (j) you have consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and it has made its own investment and trading decisions (including decisions regarding the suitable of any investment) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any advice, statement or opinion expressed by TT4P; (k) you have a full understanding of the merits and risks of each particular investment, exchange, market, execution facility and clearing organization in which it may invest or trade, including without limitation, the particular risks associated with investment and trading in Options; (m) you are solely responsible for making the decision whether to make any investment, including the market, timing, quantity and pric...
Your Representations and Warranties. By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the United States or the District of Columbia; (iii) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (iv) you accept the Card.
Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at ▇▇▇.▇▇▇▇▇.▇▇▇), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.
Your Representations and Warranties. You represent and warrant: (i) that you will comply with all federal and state laws, and rules and regulations applicable to deposit and check transactions, including those of the National Automated Clearing House for ACH transactions;(ii) that all checks deposited through the Service are made payable to you; (iii) that all signatures on each check are authentic and authorized; and (iv) that each check has not been altered. In the event you breach any of these representations or warranties, you agree to defend, indemnify and hold Credit Union and its agents harmless from and against all liability, damages and loss arising out of any claims, suits or demands brought by third parties with respect to any such breach. You further authorize the Credit Union to charge its account for the amount of any such demand, claim or suit that constitutes a breach of warranty claim under the provisions of the Uniform Commercial Code.
Your Representations and Warranties. You represent and warrant that: (a) you are of legal age in the state in which you live and you are authorized to enter into this Agreement; (b) you have supplied accurate information in your Account Application (c) no additional authorizations from third parties are required for you to open the Account and effect transactions therein; (d) except as you have otherwise indicated on your HSA Enrollment and Agreement Form or in writing to us
Your Representations and Warranties. You represent and warrant:
Your Representations and Warranties. You represent and warrant to us and to all Relying Parties and Application Software Suppliers as follows:
(a) You agree that the requirements of this Agreement are a condition of obtaining a Certificate and using the SSL Services;
(b) All information material to the issuance of a Certificate that you provide to us in any Certificate Request and as otherwise required by us will be accurate and complete;
(c) You will review and verify the contents of all Certificates for accuracy before use and specifically you will not install and use an Certificate until you have reviewed and verified the accuracy of all data in each Certificate;
(d) You have the legal authority to order and use (or to provide to a Parent, Subsidiary, or Affiliate for use) Certificates (i) containing the Profile of any Parent, Subsidiary, or Affiliate of yours, or (ii) for any domain or IP address which is registered to any Parent, Subsidiary, or Affiliate of yours, and you have authorized all Parents, Subsidiaries, or Affiliates of yours to do the same with your Profile and all domains and IP addresses that are registered to you. In such event, you represent and warrant that all Parents, Subsidiaries, and Affiliates of yours shall be legally bound by the terms of this Agreement in connection with such Certificates.
(e) You will promptly cease using a Certificate and its associated Private Key, and promptly request us to revoke a Certificate, in the event that: (a) any information in the Certificate is, or becomes, incorrect or inaccurate, or (b) there is any actual or suspected misuse or Compromise of the Private Key associated with the Public Key included in the Certificate;
(f) The information you provide (including your e-mail address) in any Certificate Request does not infringe the Intellectual Property Rights of any third party;
(g) You will take all reasonable measures to maintain sole control of, keep confidential, and properly protect at all times the Private Key that corresponds to the Public Key to be included in any requested Certificate and any associated activation data or device (e.g. password or token);
(h) You will install Certificates only on servers that are accessible at the domain names listed in the Certificate, and use the Certificate solely in compliance with all applicable laws and in accordance with this Agreement and our Certification Practice Statement (CPS);
(i) Each digital signature created using your private key is your digital signature, and each Certifica...
Your Representations and Warranties. You represent and warrant to the Company that: