Common use of Client Representations Clause in Contracts

Client Representations. CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder do not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

Client Representations. CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder do does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a11.1 (a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

Client Representations. CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder do does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

Client Representations. CLIENT 4.1 The client warrants, declares and represents to VCS thatProchoice as follows: a. 1. In case of a legal entity that is dully and lawfully registered and it has the power and authority to enter into the Agreement, 2. The executionFinancial Instruments and other property assets, delivery and performance of this Agreement by CLIENT and including funds, that the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder do not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same Client may be amended deliver from time to time.time to Prochoice are not connected directly or indirectly to any illegal acts or criminal activities, d. During 3. Without prejudice to the Term rights of this Agreement and for a period Prochoice as laid down herein, neither the client nor at any of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) his Client’s Attorney / Authorized Representative shall expect through Prochoice have any dealings in relation to or Section 11.1(b), perform any transactions in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force Financial Instruments or other property assets which they have delivered to or acquired through Prochoice unless they inform ▇▇▇▇▇▇▇▇▇ in writing at least three (3) business days before or their intention to do so and obtain Prochoice’s approval, 4. The Client is acting in his personal capacity and not as an Authorised Representative / Attorney or trustee of any third party, unless he has presented to the satisfaction of Prochoice, prior to the signature of the Agreement, documents or power of attorney documents permitting him to act as an Authorized Representative / Attorney or Trustee of any third party providing (and, 5. The Financial Instruments or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a document which the Client may deliver to Prochoice are genuine, valid free of any fault and they shall have the legal effect which they purport o have, 6. The Financial Instruments and other property assets, including cash amounts, which the Client may deliver from time to time to the Prochoice belong exclusive to the Client and are owned by him free from any right of lien, charge, pledge or any other encumbrance or claim by any third party party, unless the Client has otherwise disclosed to the Prochoice in employing or retaining members writing, 7. The Client has full power to appoint the Prochoice on the terms of this Agreement 4.2 The above representations and warranties will be deemed to be repeated and shall be deemed valid for all transactions entered into hereunder. 4.3 The Client warrants, declares and represents to the VCS Field Force. For IF, that the information and documents he has provided to the IF through account opening documents and the relevant Client Questionnaire completed by the Client is true, accurate, up-to-date and not misleading and may be relied on by the IF for the purposes of this Agreementthe categorisation of the Client as well as for the purposes of any assessment in relation to the suitability and or the appropriateness of any of the Services and or the Financial Instruments and or any Investments and or products as may be required under the Law and in particular the Commission Delegated Regulation. The Client shall be obliged to notify the IF forthwith if there is any material change in any such information he had provided. Further, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed Client warrants, declares and represents to a VCS Field Force memberthe IF that any documents provided are in original or are certified true copies of the originals and that they are authentic, and their content is true and accurate. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

Client Representations. CLIENT Client represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and warrants that (a) the consummation of the transactions contemplated hereby have been individual(s) whose signatures are stated below is/are duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except empowered to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally execute and by general principles of equity); and deliver this Agreement and CLIENTto effect purchases and sales of Futures Contracts through ▇▇▇▇▇▇▇ ▇▇▇▇▇ in Client’s performance hereunder do not violate or constitute Account until such time as ▇▇▇▇▇▇▇ ▇▇▇▇▇ is notified by Revised 071205 Client to the contrary; (b) regardless of any subsequent determination to the contrary, Client is a breach under sophisticated user of the futures markets and is aware of the risks and obligations of Futures Contracts and is fully prepared to assume such risks and obligations; (c) trading in Futures Contracts is within the power of Client and such activity will in no manner contravene the provisions of any organizational document of CLIENT corporate resolutions, by-laws, statutes, rules, regulations, operating agreement, partnership agreements, plan documents, trust agreements or any contractjudgments, orders or other form of agreement, or judgment or order agreements to which CLIENT Client is a party or by bound; (d) Client is duly organized and in good standing under the laws of the jurisdiction in which it was organized and in all jurisdictions where it is bound. b. CLIENT shall adhere qualified to do business; (e) Client is acting as principal and comply with all applicable Laws not as agent in carrying out its obligations transactions under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and no person other than Client has or will have an interest in Client’s Account except as otherwise disclosed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ herein; and (f) ▇▇▇▇▇▇▇ ▇▇▇▇▇ is authorized to follow the instructions of the undersigned in every respect concerning this Account, including, but not limited to, payment of monies. With respect to activity in the Account, ▇▇▇▇▇▇▇ ▇▇▇▇▇ may rely upon the instructions of the above referenced individuals or any individuals subsequently authorized by Client until Client notifies ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the contrary. If Client engages in exchange of futures for a period of *** physical (***“EFP”) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b)transactions, in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each caseClient acknowledges and agrees that, in connection with a Conversion; any EFP that (iia) provide any contact information (including name, address, phone number or e-mail address) concerning members if Client is the seller of the VCS Field Force to any third party providing (or proposing to providecash contract(s) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members then Client is the buyer of the VCS Field Forcefutures contract(s) being exchanged in the EFP, and Client has an ownership interest in the contract(s) sufficient to allow the delivery in satisfaction of Client’s obligations resulting from the execution of the EFP; and (b) if Client is the buyer of the cash contract(s) then Client is the seller of the futures contract(s) being exchanged in the EFP. For Upon request by ▇▇▇▇▇▇▇ ▇▇▇▇▇, Client agrees to provide documentation sufficient to verify its purchase or sale of the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force membercash contract. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

Client Representations. CLIENT Client represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and warrants that (a) the consummation of the transactions contemplated hereby have been individual(s) whose signatures are stated below is/are duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except empowered to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally execute and by general principles of equity); and deliver this Agreement and CLIENTto effect purchases and sales of Futures Contracts through ▇▇▇▇▇▇▇ ▇▇▇▇▇ in Client’s performance hereunder do not violate or constitute Account until such time as ▇▇▇▇▇▇▇ ▇▇▇▇▇ is notified by ___________________________________________________ ▇▇▇▇▇▇▇ ▇▇▇▇▇ _________________________________________________________ Client to the contrary; (b) regardless of any subsequent determination to the contrary, Client is a breach under sophisticated user of the futures markets and is aware of the risks and obligations of Futures Contracts and is fully prepared to assume such risks and obligations; (c) trading in Futures Contracts is within the power of Client and such activity will in no manner contravene the provisions of any organizational document of CLIENT corporate resolutions, by-laws, statutes, rules, regulations, operating agreement, partnership agreements, plan documents, trust agreements or any contractjudgments, orders or other form of agreement, or judgment or order agreements to which CLIENT Client is a party or by bound; (d) Client is duly organized and in good standing under the laws of the jurisdiction in which it was organized and in all jurisdictions where it is bound. b. CLIENT shall adhere qualified to do business; (e) Client is acting as principal and comply with all applicable Laws not as agent in carrying out its obligations transactions under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and no person other than Client has or will have an interest in Client’s Account except as otherwise disclosed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ herein; and (f) ▇▇▇▇▇▇▇ ▇▇▇▇▇ is authorized to follow the instructions of the undersigned in every respect concerning this Account, including, but not limited to, payment of monies. With respect to activity in the Account, ▇▇▇▇▇▇▇ ▇▇▇▇▇ may rely upon the instructions of the above referenced individuals or any individuals subsequently authorized by Client until Client notifies ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the contrary. If Client engages in exchange of futures for a period of *** physical (***“EFP”) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b)transactions, in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each caseClient acknowledges and agrees that, in connection with a Conversion; any EFP that (iia) provide any contact information (including name, address, phone number or e-mail address) concerning members if Client is the seller of the VCS Field Force to any third party providing (or proposing to providecash contract(s) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members then Client is the buyer of the VCS Field Forcefutures contract(s) being exchanged in the EFP, and Client has an ownership interest in the contract(s) sufficient to allow the delivery in satisfaction of Client’s obligations resulting from the execution of the EFP; and (b) if Client is the buyer of the cash contract(s) then Client is the seller of the futures contract(s) being exchanged in the EFP. For Upon request by ▇▇▇▇▇▇▇ ▇▇▇▇▇, Client agrees to provide documentation sufficient to verify its purchase or sale of the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force membercash contract. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

Client Representations. CLIENT 4.1 The Client warrants, declares and represents to VCS thatArgus as follows: a. (1) The executioninformation and documents he has provided Argus through account opening documents and the relevant Appendix 1 completed by the Client is true, delivery accurate, up-to-date and performance not misleading and may be relied on by Argus in every respect and for purposes of compliance with the applicable legislation and regulation, including but not limited to the Law, the Commission Delegated Regulation and the legislation in relation to the prevention and suppression of money laundering the terrorist financing and market abuse. The Client shall be obliged to notify Argus forthwith if there is any material change in any such information he had provided. Further, the Client warrants, declares and represents to Argus that any documents provided are in original or are certified true copies of the originals and that they are authentic, and their content is true and accurate, (2) Prior to the execution of this Agreement by CLIENT the Client has been informed of his categorisation and the consummation has been provided with a copy of the transactions contemplated hereby have been duly authorized by all requisite corporate action; MiFID II Information Document, and acknowledges that Argus may amend the MiFID II Information Document at any time in the duration of this Agreement constitutes at Argus’s sole discretion, and any such amendment shall not affect the legalexistence, valid effect and binding obligation terms of CLIENTthis Agreement. The Client unreservedly accepts the policies and procedures therein stated, enforceable as applicable. Argus undertakes to notify the Client of any material changes in this document in accordance with its terms clause 22.6 of the present Agreement, (except 3) Unless the Client has previously disclosed to Argus in writing, the extent enforcement is limited by bankruptcyFinancial Instruments and other property assets, insolvencyincluding funds, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder do not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in that the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same Client may be amended deliver from time to time.time to Argus, belong exclusively to the Client and are owned by him free from any right of lien, pledge or any other encumbrance, d. During (4) In case of a legal entity, that it is duly and lawfully registered, and it has the Term of this Agreement power and for a period of *** authority to enter into the Agreement, (***5) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b)The Financial Instruments and other property assets, in which case this provision shall not survive termination)including funds, CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT Client may deliver from time to VCS contemplated by this Agreement will time to Argus, are not violate this provision)connected directly or indirectly to any illegal acts or criminal activities, (6) Without prejudice to the rights of ▇▇▇▇▇ as laid down herein, exceptneither the Client nor any of his Client’s Attorney/ Authorised Representative shall, except through Argus, have any dealings in each case, relation to or perform any transactions in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force Financial Instruments or other property assets which they have delivered to or acquired through Argus, unless they inform ▇▇▇▇▇ in writing at least three (3) business days before, of their intention to do so and obtain Argus’s approval, (7) The Client is acting in his personal capacity and not as an Authorised Representative / Attorney or trustee of any third party providing party, unless he has presented to the satisfaction of ▇▇▇▇▇, prior to the signature of the Agreement, documents or power of attorney documents permitting him to act as an Authorised Representative / Attorney or trustee of any third party, and (8) The Financial Instruments or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members document which the Client may deliver to Argus are genuine, valid, free of any fault and they shall have the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed legal effect which they purport to a VCS Field Force memberhave. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.