Representations by Client. The Client hereby represents and warrants in favor of ING-IM as follows:
Representations by Client. Client represents and confirms that the employment of Adviser is authorized by the governing documents relating to the Account and that terms hereof do not violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise, and, if Client is a corporation or trust, that (a) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon Client in accordance with its terms, and (b) Client will deliver to Adviser such evidence of such authority as Adviser may reasonably require, whether by way of a certified resolution or otherwise. The Client acknowledges that the strategies the Adviser may employ may present certain risks to the Account, including the risk of loss to the principal value of the Account due to general market risks and variations in market interest rates and the Account's overall performance. The Client further acknowledges that the Adviser cannot guarantee the Account's performance or that the strategies the Adviser will employ will result in profits to the Account.
Representations by Client. The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to IA such evidence of such authority as IA may reasonably require, whether by way of a certified corporate resolution or otherwise; IA is responsible only for the Account and not for the diversification or prudent investment of any outside assets of the Client. This section applies only if your account is for a (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account under the Code. If your account is for a plan subject to ERISA, IA acknowledges that it is a “fiduciary” within the meaning of ERISA and Section 4975(e)(3) of the Code. IA represents that it is registered as an investment Advisor under the applicable laws of Texas and Michigan. Client represents that IA has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain us. Client acknowledges that he/she is a “named fiduciary” with respect to the control or management of the assets in the account. Client will furnish promptly to IA the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects IA rights or obligations, the amendment will be binding on IA only when agreed to by IA in writing. If Client account contains only a part of the assets of the plan, client understands that IA will have no responsibility for the diversification of all of the plan’s investments and that IA will have no duty, responsibility or liability for Client assets that are not in the account. If ERISA or other applicable law requires bonding with respect to the assets in Client account and if IA so requests in writing, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers IA and affiliated persons.
Representations by Client. The Client represents and warrants that the employment of the Adviser is authorized by the governing documents relating to the Investment Account and that the terms of this Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation of law or otherwise and, if the Client is a person other than a natural person, that (i) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon the Client in accordance with its terms and (ii) the Client will deliver to the Adviser such evidence of such authority as the Adviser may reasonably require, whether by way of a certified resolution or otherwise.
Representations by Client. The Client hereby makes the following representations and covenants, both at the signing of this Demand and Term Deposits Master Agreement and at all times during its term:
Representations by Client. Client represents and warrants to Huygens as follows:
Representations by Client. By execution of this Agreement, the Client represents that the terms hereof do not violate any obligation by which the Client is bound, whether arising by contract, operation of law or otherwise and that this Agreement has been duly authorized.
Representations by Client. The Client hereby represents and warrants to the Investment Sub-Adviser that:
Representations by Client. Client represents and warrants that:
Representations by Client a. The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise. EDGON will not be responsible for any liability or expense resulting from a breach of Client’s representations.
