Client Representations and Warranties Clause Samples
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Client Representations and Warranties. 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account wi...
Client Representations and Warranties. You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request.
Client Representations and Warranties. The Client represents, warrants and covenants as of the Effective Date and as of each Direction from Client provided hereunder that:
(a) Client has policies and procedures in place reasonably designed to maintain compliance with all applicable Laws to the extent relevant and material to its performance hereunder, including U.S. securities laws and regulations, as well as AML Laws, to the extent relevant and material to its performance hereunder;
(b) Client is and shall remain in good standing with all relevant government agencies, departments, regulatory, and supervisory bodies to the extent relevant and material to its performance hereunder;
(c) Client shall promptly provide information as Anchorage may reasonably request in writing from time to time regarding: Client’s use of the Services to the extent reasonably necessary for Anchorage to comply with any applicable laws, rules, and regulations (including money laundering statutes, regulations and conventions of the United States), or the guidance or direction of, or request from, any regulatory authority or financial institution, in each case related to its performance hereunder, provided that such information may be redacted to remove Confidential Information not relevant to the requirements of this Agreement;
(d) Client’s use of the Services shall be for commercial, business purposes only;
(e) Client is, and will at all times remain, the owner or beneficial owner of all Digital Assets handled under this Agreement, subject only to liens and encumbrances granted to Anchorage pursuant to this Agreement, if any, or otherwise created as part of the Client’s business;
(f) any Digital Assets or fiat currency deposited into any Account are not to Client's knowledge proceeds of a crime.
Client Representations and Warranties. The Client warrants that:
(i) in the case of an individual or more than one individual, they are of full age and capacity;
(ii) in the case of a firm or corporation, it is duly constituted and incorporated and possesses the requisite power to enter into this Agreement and all contracts made or to be made;
(iii) in the case of a trustee of a trust, they are properly appointed as trustee, they will be liable both in their personal capacity and as trustee, the trust instrument is valid and complies with all applicable laws, and the trustee has a right of indemnity from the trust assets in respect of this Agreement; and
(iv) in any case, this Agreement and such contracts are and will constitute legally binding and enforceable obligations of the Client. The Client represents and warrants to Elite Strategies Corporation Pty Limited that:
(i) the Client will place Orders wholly or predominantly for business and investment purposes and not for personal, domestic or household use or consumption;
(ii) execution and delivery by the Client of this Agreement, and performance of all of the Client’s obligations contemplated under this Agreement does not violate any Law applicable to the Client;
(iii) all information provided by the Client to Elite Strategies Corporation Pty Limited is true, correct and complete, and the Client will notify Elite Strategies Corporation Pty Limited promptly of any changes to such information;
(iv) the Client shall make ongoing disclosure to Elite Strategies Corporation Pty Limited of any matters that may affect the operation of this Agreement or of the ability of the Client to pay Margin Calls or to remain solvent. The Client acknowledges that:
(i) by applying to open an account, you acknowledge that you have read and understood this Agreement;
Client Representations and Warranties. The Client represents and warrants to the Consultant that the statements contained in this Section 6(a) are correct and complete:
(i) The Client is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to enter into this Agreement, perform its obligations as provided for herein, and consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by the Client, the performance by it of obligations herein and the consummation of the transactions contemplated hereunder, have been duly approved and authorized by the Client's board of directors and shall not (i) result in a violation of any of the constituent documents of the Client; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Client is a party or by which it or any of its properties or assets may be bound; (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Client or any of its properties or assets; or (iv) give any governmental authority the right to challenge any of transactions contemplated hereunder.
(ii) This Agreement constitutes a valid and binding obligation of the Client, enforceable against the Client in accordance with its terms, subject to general equitable principles and bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or affecting generally the enforcement of creditors’ rights.
Client Representations and Warranties. (1) You represent and warrant to Mitrade that:
(a) You understand that this Client Agreement constitutes a legal, valid and binding contract;
(b) all orders to be placed and all trading to be conducted under this Client Agreement are lawful;
(c) in executing and giving effect to this Client Agreement, you do not and will not infringe any provision of any other document or agreement to which you are a party, nor any law or judgment/order binding upon you;
(d) where you are more than one person, that all decisions made, and instructions issued, pursuant to this Client Agreement are made on a fully informed and agreed basis by all the parties to the account;
(e) you are not an employee nor the close relative of an employee of any exchange participant;
(f) all information supplied to Mitrade by you is, or at the time it is supplied will be, accurate in all material respects and you will not omit or withhold any information which would make such information inaccurate in any material respect;
(g) you will provide to Mitrade on request such information regarding your financial and business affairs and/or identity, as Mitrade may reasonably require;
(h) you and Mitrade are bound by the applicable laws, Governing Law, Companies Law, applicable Operating Rules, customs, usages and practices (as modified from time to time) of the applicable exchange and clearing houses where any dealing takes place;
(i) you will take all reasonable steps to obtain and communicate to Mitrade all information, and shall deliver or cause to be delivered to Mitrade all documents with respect to dealings in the Financial Products which are requested by any person having the right to request such documents and information and you authorise Mitrade to pass on/deliver all such information and documents to any such person;
(j) you are not insolvent, and if you are a corporate client, no resolution has been passed and no petition has been presented or order made for your winding up or liquidation or the appointment of a receiver or a receiver and manager or an administrator or other insolvency official to you or any of its assets; and
(k) Mitrade relies on representations and warranties made by you which survive the entering into of this Client Agreement and are repeated in respect of each Financial Product transaction.
Client Representations and Warranties. The Client represents, warrants and covenants as of the Effective Date and as of each Direction from Client provided hereunder that: (i) Client is and has been for the past three (3 years or since its formation, whichever is more recent, based on a reasonable investigation and analysis of such applicable Laws, in compliance with all applicable Laws, including but not limited to those relating to anti-money laundering, Know-Your-Customer, customer identification and similar Laws; (ii) Client is, and will at all times remain, the owner or beneficial owner of all Digital Assets handled under this Agreement, subject only to liens and encumbrances granted to Anchorage pursuant to this Agreement or otherwise created as part of the Client’s business; (iii) Client shall only use the Account(s) for the purpose of custody of Digital Assets by Client as beneficial owner, and under no circumstances shall Client use or cause Account(s) to receive third party payments; (iv) any Digital Assets or fiat currency deposited into any Account are not proceeds of a crime; and (v) Client is not directly or indirectly owned or controlled by any person or entity (a) included on the Specially Designated Nationals and Blocked Persons or the Consolidated Sanctions List maintained by the Office of Foreign Assets Controls (“OFAC”) or similar list maintained by any government entity from time to time; or (b) located, organized, or resident in a country or territory that is the target of sanctions imposed by OFAC or any government entity.
Client Representations and Warranties. Client represents and warrants that:
(a) Client is of sound mind, legal age and legal competence; and, (b) no person other than Client has or will have an interest in Client’s account(s); and, (c) Client hereby warrants that regardless of any subsequent determination to the contrary, Client is suitable to trade foreign exchange contracts, and, (d) Client is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and / or firm registered on any exchange, or any bank, trust, or insurance company that trades the same instruments as those offered by GMI, and in the event that Client becomes so employed, Client will promptly notify GMI via e-mail of such employment; and, (e) all the information provided in the GMI Account Application (the “Application”) is true, valid, accurate and complete as of the date hereof and Client will notify GMI promptly of any changes in such information,
(f) the Client has read and fully understood the terms of the Agreements including the Risk Disclosure;(g) all actions performed under this Agreement will not violate the law, the Applicable Regulations or any law, ordinance, charter, by-law or rule applicable to the Client or to the jurisdiction in which the Client is resident, or any agreement by which the Client is bound or by which any of the Client’s assets are affected, (h) the Client confirms that he / she has regular access to the internet and consents GMI provides him/her with information, including, without limitation, information about amendments to the terms and conditions, costs, fees, the Operative Agreements, Policies and information about the nature and risks of investments by posting such information on the Website, (i) the Client funds and/or any Financial Instruments, which the Client may deliver to GMI in accordance with the terms of this Agreement are not in any direct or indirect way the proceeds of any illegal activity or used or intended to be used for terrorist financing; are owned by the Client and are free of any lien, charge, pledge or other encumbrance or claim by any third party; (j) the Client will make use of the services and/or prices offered under this Agreement in good faith and, where applicable, acting in accordance with accepted market practice, (k) the Client will notify the Company if at any stage during the course of this Client Agreement he becomes a Politically Exposed Person.
Client Representations and Warranties. The Client hereby represents and warrants, knowing that Consultant is relying thereon, that:
a) The Client is duly organized, validly existing and in good standing under the laws of the state of Delaware. The Client is qualified to do business as a foreign corporation in each state in which its business requires it to be so qualified.
b) All Shares issuable upon exchange of salary and, upon receipt of the full exercise price, where applicable, all shares issued to Employee under options will be duly and validly issued, fully paid and non-assessable, and will be delivered free and clear of any liens, claims or encumbrances, except for restrictions imposed by reference to the registration requirements of the Securities Act of 1933.
Client Representations and Warranties. 14.1 Client represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of Client’s obligations and use of the TCP Services by Client, its Designated Users and Employees will not violate any applicable laws, including all applicable domestic and international data protection laws, or cause a breach of duty to any third party, including Employees.
14.2 Client represents and warrants that all Personal Data included in the Client Data has been collected from all Employees and Designated Users and will be transferred to TCP in accordance with all applicable data protection laws, including, but not limited to, the EU General Data Protection Regulation 2016/679 and the Illinois Biometric Information Privacy Act, to the extent applicable. Client acknowledges and agrees that
(i) TCP is a service provider and processes Client Data solely on behalf of and at the direction of Client, and exercises no control whatsoever over the content of the Client Data passing through the TCP Services or that is otherwise transferred by Client to TCP, and (ii) it is the sole responsibility of Client to ensure that the Client Data passing through the TCP Services or that is otherwise transferred by Client to TCP complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.
14.3 Client represents and warrants that its Affiliates’ use of the TCP Services, if any, shall not relieve Client of any liability under this Agreement, and Client shall be responsible and liable for the acts and omissions of its Affiliates hereunder as if performed or omitted by Client.
14.4 In the event of any breach of any of the foregoing representations or warranties in this Section 14, in addition to any other remedies available at law or in equity, TCP will have the right to suspend immediately any TCP Services if deemed reasonably necessary by TCP to prevent any harm to TCP and its business. TCP will provide notice to Client and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, TCP will promptly restore the TCP Services.